The accompanying unaudited consolidated financial statements, in the opinion of the Company's management, contain all material, normal and recurring adjustments necessary to present accurately the consolidated financial condition of the Company and the consolidated results of its operations for the periods indicated. The consolidated results of operations for the periods reported are not necessarily indicative of the results to be experienced for the entire current year.

FORWARD LOOKING STATEMENTS

The following is a "safe harbor" statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this document that are not based on historical facts are "forward-looking statements". Terms such as "anticipates", "believes", "estimates", "expects", "plans", "predicts", "may", "should", "will", the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to: our reliance on certain major clients; unanticipated losses of or delays in implementation of client programs; higher than anticipated implementation costs associated with new client programs; the successful combination of revenue growth with operating expense reduction to result in improved profitability and cash flow; government regulation and tax policy; economic conditions; competition and pricing; dependence on our labor force; reliance on technology; telephone and internet service dependence; the ability, means, and willingness of financial markets to finance our operations; and other operational, financial or legal risks or uncertainties detailed in our SEC filings from time to time. Should one or more of these uncertainties or risks materialize, actual results may differ materially from those described in the forward-looking statements. We disclaim any intention or obligation to revise any forward-looking statements whether as a result of new expectations, conditions or circumstances, or otherwise.

RESULTS OF OPERATIONS

The following table sets forth unaudited statements of operations data as a
percentage of revenues for the periods indicated:



                                                           Three Months Ended
                                                                March 31,
                                                           2006           2005
   Revenues                                                 100.0 %        100.0 %
   Operating Costs:
   Cost of services                                          70.7 %         73.8 %
   Selling, general and administrative expenses              22.3 %         40.3 %
   Depreciation and amortization                              2.7 %         11.2 %
   Restructuring charges                                       -              -

   Total operating expenses                                  95.7 %        125.3 %

   Operating income/(loss)                                    4.3 %        -25.3 %
   Interest expense, net                                      1.7 %          0.7 %
   Non-cash interest expense                                    %            2.4 %

   Income/(loss) before income taxes                          2.6 %        -28.4 %
   Income tax expense                                          -              -

   Net income/(loss)                                          2.6 %        -28.4 %

   Preferred stock dividends                                   -              -

   Net income/(loss) applicable to common shareholders        2.6 %        -28.4 %

Executive Overview

During the fiscal quarter ended March 31, 2006, the management team focused on executing the substantial business generated from our customers participating in the MediCare Part D market. The execution required significant recruitment, training and deployment of associates and management across our 7 centers. These programs were time critical and we had to be "ready to serve" our customers to their planned level of activity by January 1, 2006 for the launch of the programs. The Company was able to meet the planned staffing and required skill levels for Humana, PharmaCare Management Services and NationsHealth. Furthermore, during the quarter, we were able to see further growth in requirements of our Telecom customers as they began their marketing and acquisition efforts.

As we worked into the quarter and our customers in the MediCare Part D market got a better sense of the capacity requirement based on the market response to their products, they came back with changes. In March 2006, NaionsHealth, which had begun services with the Company in November 2005, ceased services from the Company's Port Lucie, Florida call center. When combined with an earlier termination for convenience of services by NationsHealth at the Company's New York City call center, the Company's services to NationsHealth ceased. We were able, to an extent, transfer the staff to provide additional required capacity to the other Part D clients and our Telecom clients.

The Company continued to expand on its VOIP implementation by taking the capability to the centers planned in the second phase of our implementation. The Company also made substantial progress towards its goal of reducing financing costs by negotiating a financing arrangement with CIT Financial Services LLC, which was entered into on May 11, 2006.

Revenues. For the quarter ended March 31, 2006, revenues from continuing operations were $29,811 versus $15,639 in the first quarter 2005, an increase of $14,172, or 91%. This growth in revenues was mainly attributable to the increase on account of Medicare Part D customers. Additionally, there was an increase in business received from our existing customers, Western Union, Comcast and Bell South.

Revenue Mix. Inbound CRM and non-voice services continued to be responsible for the majority of our revenues in the first quarter 2006. Together those two service areas accounted for approximately $26,300 (88.2%) of our revenues, as compared to $14,500 (92.7%) in the first quarter 2005. Outbound CRM revenue accounted for approximately $3,500 (11.8%) of total revenues for the three months ended March 31, 2006 as compared to $1,100 (7.3%) due to a renewed focus on our customer acquisitions by our telecom clients.

For the three months ended March 31, 2006 and 2005, the mix of revenues was as follows:

                                        Three Months Ended March 31,
                                      2006        %         2005      %
                                            (Dollars in millions)
                Inbound CRM         $   24.5      82.1 %   $ 12.9    82.2 %
                Outbound CRM             3.5      11.8 %      1.1     7.3 %
                Non-Voice & Other        1.8       6.1 %      1.6    10.5 %

                Total revenues      $   29.8     100.0 %   $ 15.6   100.0 %

Revenue Concentration. We are dependent on several large clients for a significant portion of our revenues. The loss of one or more of these clients or a significant decline in business with any of these clients individually or as a group, or our inability to collect amounts owed to us by such clients, could have, and in the past have had, a material adverse effect on our business.

An example of this is the decision by AT&T during 2004 to reduce and discontinue its outbound acquisition services. For the three months ended March 31, 2006, our three major clients with revenues over 10% accounting for approximately $12,800 (42.8%) of our total revenues as compared to five major clients, accounting for approximately $10,900 (69%) for the first quarter 2005. Our revenue concentration for these customers was as follows:

                                                   Three Months Ended March 31,
       Client             Industry Segment       2006         %         2005     %
                                                       (Dollars in millions)
       Humana             Healthcare           $     5.7      19.1 %       -      -  %
       NationsHealth      Healthcare                 4.0      13.3 %       -      -  %
       PharmaCare         Healthcare                 3.1      10.4 %       -      -  %

                          Subtotal                  12.8      42.8 %       -      -  %
       AT&T               Telecommunications         1.7       5.5 %   $  1.8   11.4 %
       JM Family          Insurance Services         0.6       1.9 %      2.3   14.4 %
       Qwest              Telecommunications         2.5       8.5 %      2.9   18.5 %
       American Express   Financial Services         2.0       6.6 %      1.8   11.3 %
       Western Union      Financial Services         2.7       1.9 %      2.1   13.4 %

                          Total                $    22.6      67.2 %   $ 10.9   69.0 %

Though our revenues have historically been concentrated within the telecommunications industry segment, the Company has been able to diversify into other areas of healthcare related enrollment and customer services work through the association with Humana, PharmaCare and NationsHealth. The Company, through its penetration in the healthcare industry has focused in diversifying its call center activities beyond the telecommunications industrial base. The telecommunications industry was under significant economic pressures from 2003 through 2005; however, the industry appears to be showing signs of stronger activity in the 1st quarter 2006.

The Company seeks to secure recurring revenues from long-term relationships with companies that utilize customer contact strategies as integral, ongoing elements in their CRM programs. In addition to providing services on an outsourcing basis, in which we provide all or a substantial portion of a client's CRM needs, we also continue to perform project-based services for a subset of our clients. Project-based services, however, are frequently short-term and there can be no assurance that these clients will continue existing projects or provide new ones in the future.

On February 14, 2005, we signed an agreement with Aegis BPO Services, Ltd., a subsidiary of Essar, to provide additional outsourcing alternatives to our clients for our CRM needs. During the second Quarter 2005, we moved the Qwest Communications processes from WNS to an Aegis BPO center in Bangalore India. The Company also successfully implemented an offshore launch of call services for Bell South in the third quarter of 2005 at the Hyderabad center of Aegis BPO. Offshore capacity provides clients with a highly educated workforce, lower costs and 24-hour coverage. The growth of such offshore-based CRM has outpaced domestic growth in recent years. The Company is attempting to become competitive for this segment of the industry as part of its strategy to increase revenues. However, there can be no assurance that the Company will be successful in competing for this business. The Company was able to increase its Bell South business at the Hyderabad Center effective March 30, 2006.

Cost of Services Cost of services increased by approximately $9.5 million, or 82.6%, from $11.5 million for the quarter ended March 31, 2005 to $21.1 million for the first quarter in 2006. Cost of services as a percentage of sales decreased from 73.8% for the three months ended March 31, 2005 to 70.7% for the comparable period in 2006. The absolute increase in the cost of services is attributable to more services. The lower percentage in 2006 represents increased efficiencies in operating costs related to production costs for the same period in 2005.

Selling, General and Administrative Expenses Selling, general and administrative expenses increased $334 from $6,304 for the three months ended March 31, 2005 to $6,638 for the three months ended March 31, 2006. The increase is mainly attributable to approximately $1,700 costs related to settlement and exit cost related to one of our healthcare related CSR programs, offset by cost reductions related to efficient cost strategies of sales and marketing expenses outsourced to Business Transformation Corporation and other administrative costs reductions incorporated through the 2005 year end.

Depreciation and Amortization Depreciation and amortization expenses decreased $932, from $1,746 for the three months ended March 31, 2005 to $814 for the three months ended March 31, 2006. The reduction in depreciation expense is due to the effects of reduced capital spending coupled with a mature asset base becoming fully depreciated.

Interest Expense, net Net interest expense increased $365 from $104 for the three months ended March 31, 2005 to $469 for the three months ended March 31, 2006. The increase is mainly representative of increased expenses and costs related to the Rockland finance agreement higher interest rates and management fees as compared to the Wells Fargo Foothill credit facility during the comparable period last year.

Non-cash interest expense Non-cash interest expense decreased 90%, or from $382 for the three months ended March 31, 2005 to $38 for the three months ended March 31, 2006. The decrease attributable to the elimination of the notes held by World Focus, an Essar affiliate, which were converted into common stock December 38, 2005.

Income Tax Provision Unlike periods in the recent pass in which we generated net operating losses for income tax purposes, the Company has recorded a profit for the three months ended March 31, 2006. We recognize a deferred tax asset reflecting the future benefits of the resultant net operating loss carry-forward. These future tax benefits expire through 2022. Management regularly evaluates the Company's ability to realize its deferred tax asset, and determined as of December 31, 2005, that more likely than not, the deferred tax asset would not be realized in the near future. We have allocated a valuation allowance representing the amount of the deferred tax asset for which a valuation allowance previously had not been established. The income tax benefit from the operating losses incurred during first quarter 2006 and 2005 were offset by the Company's valuation allowance since the benefit would exceed the projected realizable deferred tax asset. The Company has entered into transactions which may have an impact as to the ability to absorb Net Operating Losses in the future based on Section 382 income tax rulings.

FINANCIAL CONDITION

Liquidity and capital resources. The following table sets forth unaudited
information from our statements of cash flows for the periods indicated:



                                                             Three months ended
                                                                 March 31,
                                                            2006             2005
                                                           (Dollars in millions)
  Net cash provided by (used in) operating activities    $       0.6        $   0.1
  Net cash used in investing activities                            0           (1.2 )
  Net cash (used in) provided by financing activities           (0.9 )          1.1

  Net (decrease) increase in cash and cash equivalents   $      (0.3 )      $    -

We have historically utilized cash flow from operations, available borrowing capacity under a revolving line of credit, subordinated indebtedness provided by some of our stockholders, and the issuance of convertible preferred stock to meet our liquidity needs. Because the Company's previous credit facility with Wells Fargo Foothill was too restrictive as to its covenants, on April 4, 2005, the Company replaced the Foothill Facility with an alternative credit arrangement with Rockland Credit Finance LLC. The Rockland credit facility was subsequently amended on August 22, 2005. The Company has entered into an agreement with CIT Financial LLC, which should provide increased source of funding availability coupled with lower cost of funds.

Cash provided in operating activities for the three months ended March 31, 2006 was $640 as compared to cash provided of $102 for the same period in 2005. The $640 was mainly comprised of operating profits of $765 income and $814 non cash depreciation expense offset by working capital reductions of increases in receivables of $2,975 less payables increase of $2.059 during the three months ended March 31, 2006.

Cash provided in investing activities was zero in the three months ended March 31, 2006 as compared to cash provided of $1,234 in the three months ended March 31, 2005. The change from 2005 vs. 2006 is attributable to restricted cash balances for letters of credit under the Company's Wells Fargo credit facility, which were no longer required when the Wells Fargo facility was replaced in the second quarter of 2005.

Cash used in financing activities was $910 in the three months ended March 31, 2006 as compared to cash used of $1,132 in the three months ended March 31, 2005. The cash used in 2006 was mainly attributable to payments $904 related to payments of revolver balance during the quarter offset by capital lease payments.

In 2005, Essar arranged for the posting of certain letters of credit from Exim Bank in India to cover bonding requirements, workers compensation contingent liabilities and customer contract commitments related to certain operation of the Company. These letters of credit were renewed by Essar during the first quarter 2006 providing ongoing credit facilities on those workers compensation and bonding requirements. On April 4, 2005, the Company entered into a new financing agreement with Rockland to provide working capital funding to the Company, which agreement was supplemented with an addendum in August 2005. The Company now expects to replace the Rockland facility, as amended, by the end of May 2006 with a new receivables backed borrowing base credit facility with CIT Financial Services LLC. The Company believes that, with its turnaround strategy and business plan initiative put in place by the management team as well as reduced debt load from 2005, the Company should be sufficiently situated to continue its profitable operations and execution on its plans.

Accounts Receivable

Accounts receivable at March 31, 2006 were $12,271, as compared to $9,296 at December 31, 2005. The Company's revenues and related accounts receivable are spread evenly between telecommunications, financial services, healthcare service products and other individual service related products. The Company has been able to diversify into other industries as evidenced by the healthcare related work initiated during the 4th quarter 2005 and through the 2006 period to date.

On April 4, 2005, the Company entered into a financing agreement with Rockland Credit Finance, LLC (Rockland) for a maximum borrowing of up to $7,500. The arrangement is based on the factoring of the Company's accounts receivables. Substantially all cash and accounts receivable of the Company have been pledged as collateral for the Rockland facility.

Under the arrangement, Rockland typically advances to the Company 85% of the total amount of accounts receivable factored. Rockland retains 15% of the outstanding factored accounts receivable as a reserve, which it holds until the customer pays the factored invoice to Rockland. The cost of funds for the accounts receivable portion of the borrowings with Rockland is a .75% for each 30-day period up to a maximum of 60 days, thereafter, the fee will be .45% each 15 day period for an additional 30 days for a maximum of 90 day advance. The Company may be obligated to purchase the receivable back from Rockland at the end of 90 days.

As of March 31, 2006, the Company recorded on its balance sheet accounts receivable of approximately $12,271, net of allowance for doubtful accounts of approximately $86. In the first quarter 2006, we factored invoices totaling $20,231 in receivables. We received $18,926 in proceeds from the factor, with a balance due at March 31, 2006 from the factor agent of $1,305.

On August 22, 2005, the Company entered into an addendum to its agreement for credit financing with Rockland. The credit financing agreement addendum allows for the Company to receive mid-month funding based on 50% of the current work in process relating to work that will be invoiced at the end of the month. The credit financing agreement addendum has an initial term of 120-days, and the Company may request one or more 90-day extensions from Rockland. As a precondition to the credit financing agreement addendum, the Company was required to induce Essar Global Limited to extend the term of the promissory note in the amount of $1,388 to a date that is 90 days after the expiration of the credit financing agreement addendum, including all applicable extensions. By its terms, and construed together with the initial credit financing agreement, the credit financing agreement addendum allows the Company to assign, on a once per month basis, all of its unbilled accounts receivable to Rockland, subject in each case to Rockland's prior review, selection and acceptance of some of those unbilled accounts. The credit financing agreement and addendum prohibit the Company from entering into alternative credit financing arrangements without Rockland's prior written consent, unless Rockland rejects the Company's selection of any particular unbilled account for sale and assignment, in which case that rejected account may be sold and assigned or pledged without restriction. During its term, the credit financing agreement addendum also prohibits the Company from using cash from its operations to repay any of its outstanding debts owed to third parties other than Rockland. The Company's obligations to Rockland are collateralized by all of the Company's cash and accounts receivables.

On May 11, 2006, the Company entered into a Financing Agreement with CIT, and the Rockland credit arrangement was terminated.

Related Party Short Term Borrowings

On July 25, 2005, the Company executed a promissory note in favor of Essar Global Limited in the amount of $1,500. The promissory note is unsecured and bears interest at a simple rate of 0.50% over LIBOR per annum, with interest payable in arrears in fifteen-day periods beginning from the date of execution. During the three months ended September 31, 2005, the Company made an installment payment of $112 thousand. At March 31, 2006, the Company has an outstanding balance of $1,388 plus accumulated accrued interest. Subsequently, in connection with the Company's Financing Agreement with CIT, the Company entered into a new Promissory Note, in the original principal amount of $1,440,837.97, payable to the order of Essar Infrastructure Limited, f/k/a Essar Global Limited, on substantially the same terms and conditions as the July 25, 2005 Promissory Note, which was cancelled.

In connection with the Company's Financing Agreement with CIT, the Company entered into an Eighth Amended and Restated Secured Promissory Note, in the original principal amount of $1,975,269.00, payable to the order of World Focus, on substantially the same terms and conditions as the Seventh Amended and Restated Secured Promissory Note, which was cancelled.

Related Party - Other

Essar Global Limited has invested greatly in the Company and has continued its support by providing key Essar personnel to assist the Company in strategic sales, marketing, operating finance and information technology functions. Those individuals are paid by Essar and provide services in their particular discipline for the Company.

On May 6, 2005, the Company announced that Richard N. Ferry resigned from his positions as President and Chief Executive Officer of the Company and from all other officer positions held with the Company's subsidiaries effective as of April 30, 2005. Mr. Ferry continues to serve in the capacity as a director of the Company's Board of Directors. On May 6, 2005, the Company announced that Kannan Ramasamy has been elected President and Chief Executive Officer and as a director on the Board of Directors of the Company effective as of May 1, 2005.

The Company has continued to pursue cost reduction initiatives moving some contracting services in India from WNS Services to Aegis BPO Services Limited Aegis BPO. Aegis BPO is a wholly owned subsidiary of Essar, which is also a significant shareholder of the Company. The Company is in further discussions with Aegis BPO to outsource various accounting and financial, information technology, sales and marketing services to reduce overhead and to marshal resources through this partnership for a long-term competitive advantage. The Company remains in the planning stages of executing on its strategy of growing beyond the call center business to a full line of business process operating initiatives, some of which may be associated through partnerships with related parties. Because of the incompleteness of the relevant discussions, further disclosure at this time would be speculative and premature.

Effective July 1, 2005, the Company entered into an agreement with Business Transformation Consulting Inc., under which Business Transformation provides a sales function for the Company on an outsourced basis. Business Transformation is a wholly-owned subsidiary of Essar which is an affiliate of the Company. Through this relationship, the Company out-sources all of its sales and marketing functions, including its client prospecting, market research, leads generation, customer acquisitions, up-selling, cross-selling, "building loyalty " programs and relationship management services to support its inbound and outbound telephone offerings. Under this program, all of the Company's sales and marketing personnel have been hired by Business Transformation for the exclusive right to market and sell for the Company. Business Transformation is responsible for all costs including but not limited to salaries, commissions, travel, and presentation, and the Company is obligated to pay commissions to Business Transformation on any new business that they bring to the Company going forward.

During the three months ended March 31, 2006, the Company recorded a savings of $354 in sales and marketing expenses that the Business Transformation Company incurred. During the three months ended March 31, 2006, the Company incurred a commission expense of $416. At March 31, 2006, the Company owes Business Transformation a commission due balance of $252.

Effective August 8, 2005, the Company entered into a tri-party Networking Equipment Lease Agreement with Aegis BPO, and SREI Infrastructure Finance Limited. Under that agreement, SREI loaned $4,000 to Aegis BPO to purchase VoIP equipment, which Aegis BPO subsequently leased to the Company over a 36 month period at a monthly lease cost of approximately $129. Consistent with FAS 13, that lease is accounted for as a capital lease depreciated over the life of the lease and lease payments are charged against capital lease liability and interest expense.

The Company has Master Service Agreements and related Statements of Work in process with Aegis BPO for the off-shore production of back office work related to call service operations, information technology support, payroll support and other back office functions that support the operations of the Company. Although Aegis BPO is an affiliate, we believe all contracts have been negotiated and . . .