FORM 10-QSB/A-5


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
        DECEMBER 31, 2002

                                     OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
        SECURITIES  EXCHANGE ACT OF 1934

        For the transition period from ________ to ___________

                        Commission file number: 000-50077


                              LINK PLUS CORPORATION


                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)


                                   52-1018174
                      (I.R.S. Employer Identification No.)


                           3470 Ellicott Center Drive
                             Ellicott City, MD 21043
                    (Address of principal executive offices)


                                 (410) 203-9770
                          (Company's telephone number)


        Securities to be registered pursuant to Section 12(g)of the Act:
                          Common Stock,$.005 par value
                              (Title of each class)


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  [ ]


The Registrant had 19,776,098 shares of its common stock outstanding as of
December 31, 2002.


<PAGE>


                              LINK PLUS CORPORATION
                              INDEX TO FORM 10-QSB
                For the Quarterly Period Ended December 31, 2002

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheets December 31, 2002 and March
         31, 2002

         Condensed Consolidated Statements of Losses For the six and nine months
         ended December 31, 2002 and 2001

         Condensed Consolidated Statements of Cash Flows For the nine months
         ended December 31, 2002 and 2001

         Notes to Unaudited Financial Statements

Item 2.  Management's Discussion and Analysis of Financial Condition
         And Results of Operations


Item 3.  Controls and Procedures

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

Item 2.  Changes in Securities and Use of Proceeds

Item 3.  Defaults Upon Senior Securities

Item 4.  Submission of Matters to a Vote of  Security Holders

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K









                               2
<PAGE>


ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

                              LINK PLUS CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                       FOR THE NINE MONTHS ENDED
                                                                                   ----------------------------------
                                                                                   DECEMBER 31, 2002   MARCH 31, 2002
                                                                                   -----------------   --------------
                                                                                      (UNAUDITED)         (AUDITED)
<S>                                                                                  <C>               <C>
 ASSETS
 Current Assets:
 Cash and Equivalents                                                                $         79      $       --
 Inventory at cost                                                                        338,718      $       --
 Other receivables                                                                            627               627
                                                                                     ------------      ------------
 Total Current Assets                                                                     339,424               627

 Property, Plant and Equipment, net of accumulated
 depreciation                                                                               2,967              --
                                                                                     ------------      ------------
Total Assets                                                                         $    342,391      $        627
                                                                                     ============      ============

 LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

 Current Liabilities:
 Accounts payable                                                                    $  1,049,733      $  1,059,066

 Accrued liabilities                                                                    1,032,597         1,173,106


 Notes payable-current                                                                    357,138           427,438
                                                                                     ------------      ------------
 Total Current Liabilities                                                              2,439,468         2,659,610


 Deferred revenue                                                                         200,000           200,000

 Commitments and Contingencies                                                               --                --

 Deficiency in Stockholders' Equity:
  Common Stock, par value $.005 per share; 50,000,000 shares authorized;
  19,776,098 and 18,211,962 shares issued and
  outstanding at December 31, 2002 and March 31, 2002, respectively                        98,966            91,060

 Additional Paid-In-Capital                                                            10,194,825         8,598,782


 Common stock subscribed                                                                     --              12,000
 Accumulated Deficit                                                                  (12,590,868)      (11,560,825)
                                                                                     ------------      ------------

                                                                                       (2,297,077)       (2,858,983)
                                                                                     ------------      ------------

 Total Liabilities and Deficiency in Stockholders' Equity                            $    342,391      $        627
                                                                                     ============      ============
</TABLE>




       See accompanying footnotes to the unaudited condensed consolidated
                              financial statements.



                               3
<PAGE>


                              LINK PLUS CORPORATION

                   CONDENSED CONSOLIDATED STATEMENTS OF LOSSES
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                   Three Months Ended              Nine Months Ended
                                                      December 31,                    December 31,
                                             ----------------------------    ----------------------------
                                                 2002            2001            2002            2001
                                             ------------    ------------    ------------    ------------

<S>                                          <C>             <C>             <C>             <C>
REVENUES:
    Product sales                            $       --      $       --      $       --      $      2,700

    Royalty sales                                  14,107          11,732          31,581          26,483
                                             ------------    ------------    ------------    ------------
                                                   14,107          11,732          31,581          29,183
Operating Expenses:



Selling, general and administrative               465,123         177,822       1,013,386         526,371


Depreciation                                          276            --               352            --
                                             ------------    ------------    ------------    ------------


Total Operating Expense                           465,399         177,822       1,013,738         526,371


LOSS FROM OPERATIONS                             (451,292        (166,090)       (982,157)       (497,188)

Interest (expense) income, net                    (13,690)             43         (47,886)            308
                                             ------------    ------------    ------------    ------------

Net loss before income taxes                     (464,982)       (166,046)     (1,030,043)       (496,880)


Income (taxes) benefit                               --              --              --              --
                                             ------------    ------------    ------------    ------------

NET LOSS                                     $   (464,982)   $   (166,046)    $(1,030,043)   $   (496,880)
                                             ============    ============    ============    ============

Loss Per Common Share (Basic and Assuming
Dilution)                                    $      (0.02)   $      (0.01)   $      0.06)   $      (0.03)
                                             ============    ============    ============    ============

Weighted Average Shares Outstanding (Basic
and Diluted)                                   19,776,105      18,043,360      18,507,899      17,644,986


</TABLE>

       See accompanying footnotes to the unaudited condensed consolidated
                              financial statements.



                               4
<PAGE>

                              LINK PLUS CORPORATION

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                               Nine Months Ended December 31,
                                                               ------------------------------
                                                                    2002            2001
                                                               -------------     -----------
<S>                                                             <C>              <C>
Cash flows from operating activities:


Net loss                                                        $(1,030,043)     $  (496,880)

Adjustments to reconcile net loss to net cash provided by (used in) operating
 activities:
   Depreciation                                                         352              --

   Common stock issued for board of directors  and employee
        compensation                                                763,012          480,099
Common Stock for services                                           152,286              --
Common Stock for Loan Incentive                                      20,000              --


(Increase) decrease in:
   Accounts payable and accrued expenses                           (149,842)            (518)
                                                                -----------      -----------

Net cash provided by (used in) operating activities                (244,235)         (17,300)


Cash flows from investing activities:
Disposition of short-term investments                                    --               --
Capital expenditures                                                 (3,319)              --
                                                                -----------      -----------
Net cash provided by (used in) investing activities                  (3,319)              --
                                                                -----------      -----------

Cash flows from financing activities:
Proceeds from issuance of common stock                              121,020               --
Proceeds from common stock subscribed                                96,766               --
Proceeds from notes payable                                                           17,300


Proceeds from loans                                                  29,847               --
                                                                -----------      -----------

Net cash provided by (used in) financing activities                 247,633           17,300


Net increase (decrease) in cash and cash equivalents
                                                                         79                0
Cash and cash equivalents at beginning of year                           --               --

Cash and cash equivalents at end of year                        $        79      $         0
                                                                -----------      -----------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Common Stock issued for interest                                $       --       $       --
Common Stock issued for income tax                                      --               --
Common stock issued for debt and accrued interest                   77,334               --
Common stock issued for inventory                                  338,718               --



</TABLE>



       See accompanying footnotes to the unaudited condensed consolidated
                              financial statements.



                               5
<PAGE>

                              LINK PLUS CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

GENERAL

The accompanying unaudited condensed financial statements have been prepared in
accordance with the instructions to Form 10-QSB, and therefore, do not include
all the information necessary for a fair presentation of financial position,
results of operations and cash flows in conformity with accounting principles
generally accepted in the United States of America for a complete set of
financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. The
results from developmental stage operations for the nine month period ended
September 30, 2002 are not necessarily indicative of the results that may be
expected for the year ended March 31, 2003. The unaudited condensed consolidated
financial statements should be read in conjunction with the March 31, 2002
financial statements and footnotes thereto included in the Company's Securities
and Exchange Commission Form 10-SB, as amended.

Business and Basis of Presentation
----------------------------------

Link Plus Corporation (the "Company"), was incorporated under the laws of the
State of Delaware and is a developer and seller of communication equipment and
communication enhancement products.

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary, Link Plus International, Inc. All significant
intercompany transactions and balances have been eliminated in the consolidated
financial statements.

NOTE B - CAPITAL STOCK

On May 16, 2002, the Company issued 5,000 shares of the Company's common stock
at $1.00 per share to a private investor in exchange for $5,000.

In May and June of 2002, the Company received $22,500 from private investors in
exchange for subscribing to 22,500 shares of common stock.

On August 26, 2002, a shareholder previously holding a loan due from the Company
converted the unpaid principal amount of $40,000 plus accrued and unpaid
interest of $4,334 into 44,334 shares of the Company's common stock. The shares
were valued at $1.00 per share, which approximated the fair value of the stock
at the time the debt was incurred.

On August 26, 2002, the Company issued 74,266 shares of common stock at $1.00
per share in exchange for previously subscribed shares.



                               6
<PAGE>

On August 26, 2002, the Company issued 338,718 shares of common stock to a
third-party supplier in exchange for inventory, spare parts and marketing
related services. The shares of the common stock were valued at $1.00 per share,
which approximated the fair value of the inventory received and the services
rendered. In connection with this transaction, the Company also issued the
supplier 338,718 warrants to purchase shares of the Company's common stock. The
warrants have an exercise price of $1.00 per share and expire on August 29,
2006. The Company recorded a charge of $22,813 related to the warrants issued to
third-party supplier to purchase 338,718 shares of common stock in the unaudited
condensed consolidated statement of losses for the nine months ended December
31, 2002.

On August 26, 2002, the Company issued 43,600 shares of common stock in exchange
for consulting services. The shares of the common stock were valued at $1.00 per
share, which approximated the fair value of the services rendered.

On August 26, 2002, the Company issued 20,000 shares of common stock to loan
holders as incentive to issue promissory notes to the Company. The shares were
valued at $1.00 per share, which approximated the fair value of the stock at the
time the debt was incurred.

On August 26, 2002, the Company issued 763,012 shares of common stock in
exchange for salaries to officers and board of directors' compensation. The
shares were valued at $1.00 per share, which approximated the fair value of the
services rendered.

On August 26, 2002 the Company issued 106,020 shares of common stock to private
investors at $1.00 per share for total proceeds of $106,020.

On August 29, 2002, a shareholder previously holding a loan due from the Company
converted the unpaid principal amount of $3,000 into 3,000 shares of the
Company's common stock.

On August 26, 2002, the Company issued 82,434 shares to an officer of the
Company for consulting services incurred in 1998 -1999, before becoming an
officer of the Company. The shares were valued at $1.00 per share, which
approximated the fair value of the services rendered.

On August 26, 2002, the Company issued 26,252 shares to a non-officer employee
for pasted due salary. The shares were issued at $1.00 per share.

On August 30, 2002, the Company amended its Articles of Incorporation to
increase the number of authorized shares to 50,000,000 shares of common stock at
a par value of $0.005 per share.

On September 4, 2002, a shareholder previously holding a loan due from the
Company converted the unpaid principal amount of $10,000 into 10,000 shares of
the Company's common stock.

On September 6, 2002, a shareholder previously holding a loan due from the
Company converted the unpaid principal amount of $20,000 into 20,000 shares of
the Company's common stock.

On October 1,2002, the Company declared a 2-for-1 stock split on its common
stock. All common stock share information has been adjusted retroactively in
these unaudited condensed consolidated financial statements for all periods
presented.

In December 4, 2002, the Company issued 5,000 shares of common stock to a
private investor at $2.00 per share for total proceeds of $10,000.


                               7
<PAGE>

INVENTORIES
-----------

Inventories are stated at the lower of cost or market determined by the
first-in, first-out (FIFO) method. Inventories consist primarily of digital and
electronic components available for sale to contract clients and the public.

Components of inventories as of December 31, 2002 are as follows:

Finished goods $338,718

The Company's inventory as of December 31, 2002 was $338,718.


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

The following Management Discussion and Analysis should be read in conjunction
with the Company's unaudited Financial Statements and Notes thereto, included in
this Form 10-QSB and in the audited financial statements for the year ended
March 31, 2002 in our filing on Form 10-SB filed with the Securities and
Exchange Commission on January 14, 2003.

This Form 10-QSB contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements included
herein that address activities, events or developments that the Company expects,
believes, estimates, plans, intends, projects or anticipates will or may occur
in the future, are forward-looking statements. Actual events may differ
materially from those anticipated in the forward-looking statements. Important
risks that may cause such a difference include: general domestic and
international economic business conditions, increased competition in the
Company's markets and products. Other factors may include, availability and
terms of capital, and/or increases in operating and supply costs. Market
acceptance of existing and new products, rapid technological changes,
availability of qualified personnel also could be factors. Changes in the
Company's business strategies and development plans and changes in government
regulation could adversely affect the Company. Although the Company believes
that the assumptions underlying the forward-looking statements contained herein
are reasonable, any of the assumptions could be inaccurate. There can be no
assurance that the forward-looking statements included in this filing will prove
to be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company that the objectives
and expectations of the Company would be achieved.

Plan of Operation
-----------------

The Company's financial condition is the result of a restructuring of the
Company from primarily a U. S. government contractor to a high technology
company based on linked compressor and expander (Lincompex) technology. This
restructuring began in 1988 using the cash of the Company, outside investment,
and a strategic partnership with TRW, Inc. to finance the research and
development (R&D) of products based on Lincompex technology. This R&D is
culminated in 2002 with the completion of the ChipSet . This lengthy R&D effort
resulted in a steady decrease in revenue as U.S. government contracts decreased
and few products were completed for sale to generate additional revenue.



                               8
<PAGE>

Comparison of Financial Results
-------------------------------

REVENUES
--------

Three Months Ended December 31, 2002 and 2001
---------------------------------------------

The Company's total revenues were $14,107 for the three months ended December
31, 2002 compared to $11,732 for the same period ended December 31, 2001, an
increase of $2,375. The increase is a result of increased royalty payments
resulting from the Company's Patent License and Release SRLA with the U.S.
Government, and the beginning of sales for the Company's LinkMate product.

Nine Months Ended December 31, 2002 and 2001
--------------------------------------------

The Company's revenues were $31,581 for the nine month period ended December 31,
2002 compared to $29,183 for the same period ended December 31, 2001, an
increase of $2,398. This increase was the result of royalty sales.

COSTS AND EXPENSES
------------------

Three Months Ended December 31, 2002 and 2001
---------------------------------------------


The Company's selling, general and administrative expenses for the three months
ended December 31, 2002 was $465,123 compared to $177,822 for the same period
ended December 31, 2001, an increase of $287,301. This increase was due to an
increase salaries expense ($252,015, office expense ($8,205) and legal and board
of directors' fees ($27,081.


Nine Months Ended December 31, 2002 and 2001
--------------------------------------------


The Company's selling, general and administrative expenses for the nine month
period ended December 31, 2002 was $1,013,386 compared to $526,371 for the same
period ended December 31, 2001, an increase of $487,015. This increase was due
to an increase in common stock issued for compensation ($162,128), board of
directors' fees ($81,208), professional service fees associated with the filing
of the Company's registration statement ($71,393), stock issued for services
($152,286), and expense related to notes issued to as an incentive for
noteholders ($20,000).





                               9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES


As of December 31, 2002, we had a working capital deficit of $2,100,044. As a
result of the Company's operating loss of $982,157 for the nine months ended
December 31, 2002, the Company generated a cash flow deficit of $244,235 from
operating activities, adjusted principally for the value of common stock and
stock warrants issued to consultants and employees for services and previously
incurred debt in the amount of $826,612. The Company invested $3,319 in
furniture, equipment, and leasehold improvements utilized in its operations. We
met our cash requirements during this period through the private placement of
$217,786 of common stock and loan proceeds of $29,847. The Company also issued
its common stock and warrants valued at $338,718 for inventory to be used in
operations.


The Company has issued shares of its common stock from time to time in the past
to satisfy certain obligations, and expects in the future to also acquire
certain services, satisfy indebtedness and/or make acquisitions utilizing
authorized shares of the capital stock of the Company.

While the Company has raised capital to meet its working capital and financing
needs in the past, additional financing is required in order to meet the
Company's current and projected cash flow deficits from operations and
development. The Company is seeking financing in the form of equity in order to
provide the necessary working capital. The Company currently has no commitments
for financing. There is no guarantee that the Company will be successful in
raising the funds required.

As the Company continues to expand, the Company will incur additional costs for
personnel. In order for the Company to attract and retain quality personnel,
management anticipates it will have to offer competitive salaries, issue common
stock to consultants and employees, and grant Company stock options to current
and future employees.

In prior periods, the Company has borrowed funds from significant shareholders
of the Company to satisfy certain obligations. There are no assurances that the
Company will be able to borrow funds from significant shareholders of the
Company in the future.

The effect of inflation on the Company's revenue and operating results was not
significant.

The Company's operations are in the United States and there are no seasonal
aspects that would have a material adverse effect on the Company's financial
condition or results of operations.

The independent auditors report on the Company's March 31, 2002 financial
statements included in the Company's Annual Report on Form 10-SB states that the
Company's recurring losses and defaults under its debt obligations raise
substantial doubts about the Company's ability to continue as a going concern.

Product Research and Development
--------------------------------

We may be required to delay, reduce or eliminate some or all of our research and
development activities or sales and marketing efforts if we fail to obtain
additional funding that may be required to satisfy our future capital
expenditure needs. We plan to continue to spend substantial funds to continue
our research and development activities and to expand sales and marketing
efforts. Future liquidity and capital requirements will depend upon numerous
factors, including actions relating to the cost and timing of research and
development and sales and marketing activities, the extent to which our products
gain market acceptance and competitive developments. Any additional required
financing may not be available on satisfactory terms, if at all. If we are
unable to obtain financing, we may be required to delay, reduce or eliminate
some or all of our research and development activities or sales and marketing
efforts.


                               10
<PAGE>

Recent Accounting Pronouncements
--------------------------------

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141, "Business Combinations" (SFAS No.
141), and Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" (SFAS No. 142). The FASB also issued Statement of
Financial Accounting Standards No. 143, "Accounting for Obligations Associated
with the Retirement of Long-Lived Assets" (SFAS No. 143), and Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS No. 144), in August and October 2001,
respectively. SFAS No. 141 requires the purchase method of accounting for
business combinations initiated after June 30, 2001 and eliminates the pooling-
of-interest method. The adoption of SFAS No. 141 had no material impact on the
Company's consolidated financial statements. Effective January 1, 2002, the
Company adopted SFAS No. 142. Under the new rules, the Company will no longer
amortize goodwill and other intangible assets with indefinite lives, but such
assets will be subject to periodic testing for impairment. On an annual basis,
and when there is reason to suspect that their values have been diminished or
impaired, these assets must be tested for impairment, and write- downs to be
included in results from operations may be necessary. SFAS No. 142 also requires
the Company to complete a transitional goodwill impairment test six months from
the date of adoption. Any goodwill impairment loss recognized as a result of the
transitional goodwill impairment test will be recorded as a cumulative effect of
a change in accounting principle no later than the end of fiscal year 2002. The
adoption of SFAS No. 142 had no material impact on the Company's consolidated
financial statements SFAS No. 143 establishes accounting standards for the
recognition and measurement of an asset retirement obligation and its associated
asset retirement cost. It also provides accounting guidance for legal
obligations associated with the retirement of tangible long-lived assets. SFAS
No. 143 is effective in fiscal years beginning after June 15, 2002, with early
adoption permitted. The Company expects that the provisions of SFAS No. 143 will
not have a material impact on its consolidated results of operations and
financial position upon adoption. The Company plans to adopt SFAS No. 143
effective January 1, 2003. SFAS No. 144 establishes a single accounting model
for the impairment or disposal of long-lived assets, including discontinued
operations. SFAS No. 144 superseded Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long- Lived
Assets to Be Disposed Of" (SFAS No. 121), and APB Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and 17 Infrequently Occurring Events and
Transactions". The Company adopted SFAS No. 144 effective January 1,2002. The
adoption of SFAS No. 144 had no material impact on Company's consolidated
financial statements.

RISK FACTORS

In addition to the other information contained herein, the following risk
factors should be carefully considered in evaluating the Company and its
business before purchasing shares of Common Stock offered hereby. Each of the
following factors may have a material adverse effect on our operations,
financial results, financial condition, liquidity, market valuation or market
liquidity in future periods.



                               11
<PAGE>

Development Stage Company


We are a development stage company with no significant operating history upon
which an investor can evaluate its business and prospects. Investors must
consider the risks and uncertainties frequently encountered by development stage
companies like the Company in the evolving telecommunications market. If the
Company is unsuccessful in addressing these risks and uncertainties, the
Company's business will be seriously harmed. The Company began operations in
1975 and has experienced losses from operations since inception. Our present
financial condition reflects our past concentration on R&D and lack of product
sales. We had an accumulated deficit of $12,590,868as of December 31, 2002 with
negative shareholders equity of $2,297,077. As of that date, the Company had
accounts payable of $1,049,733 and total current liabilities of $2,439,468, of
which $357,138 represented demand notes held by investors. As of that date, the
Company had estimated loss carry- forwards for tax purposes of $12,590,868. To
fund our deficits we have basically been dependent on a flow of cash
investments, including cash from existing shareholders, officers and directors.
During the fiscal year ended March 31, 2001 we issued Common Stock and demand
notes for $116,750 in cash. During the fiscal year ended March 31, 2002 we
issued Common Stock and demand notes for $75,475 in cash. During the nine months
ended December 31, 2002 we issued Common Stock and notes for $247,633 in cash.
The Company anticipates that it will continue to incur net losses in the year
2003. The Company will continue to incur substantial costs related to its
continued growth. There can be no assurance that the Company will achieve
targeted levels of growth or profitability in the future. The foregoing
conditions among others may indicate that we will be unable to continue as a
going concern for a reasonable period of time. See Management's Discussion and
Analysis of Financial Condition and Results of Operations.


Limited Capital Resources
-------------------------

The Company has experienced recurring losses from operations since its inception
and has limited resources. The Company has historically relied upon equity and
debt financings to fund its operations because its internally generated cash
flows from operations have historically been, and continue to be, insufficient
for its cash needs. Because of its limited resources, the viability of the
Company is dependent upon its ability to quickly raise sufficient capital to
meet its cash requirements. The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. However,
the Independent Auditors' Report in the Form 10-SB filed on January 14, 2003,
states that the Company has incurred significant losses in the past and
continues to have negative working capital and that these conditions can cause
doubt about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty. The Company is in the process of attempting to raise
additional capital through interim financing. Since commencing these efforts in
April 1998, the Company has managed to raise over $5,000,000. However, there is
no assurance that the Company will be successful in obtaining the funds it needs
to continue.

Dependence on Intellectual Property Rights
------------------------------------------

Our success is largely dependent on our intellectual property rights. While we
believe that we have developed adequate patent protection for most of our
developed technology, effective protection may not be available for all our
rights. There can be no assurance that our patents will provide adequate
protection for the underlying technology or that our licensing arrangements will
permit us to execute fully our plans to develop that technology. Any inability
to adequately protect its rights to technology could seriously harm our
business. In addition, litigation may be necessary in the future to enforce our
intellectual property rights. Such litigation, whether successful or
unsuccessful, could result in substantial costs and diversions of resources,
either of which could negatively affect our business. We have a limited number
of products in development. Developing additional products requires a
substantial investment of time and money. Without substantial additional
financing the Company does not expect to be in a position to sell additional
products. As a result, the Company's success is largely dependent on generating
licensing revenue. If the Company is not successful in obtaining financing or in
generating licensing revenue, the Company's business will be seriously harmed.


                               12
<PAGE>


Regulation
----------

While the Lincompex technology is not directly subject to regulation and not
restricted under export or technology control prohibitions, many of our
customers and applications are in regulated businesses or product lines, falling
under telecommunications, government contracting or other regulatory
restrictions. The existence of these restrictions can have an adverse effect on
the timing, availability and costs of producing and marketing our products,
delaying or making uneconomic many of the profit opportunities inherent in what
we have to offer.

Integration of Alliances
------------------------

A material element of our growth strategy is to expand its existing business
through strategic alliances. The Company may be unsuccessful in integrating
acquired products and businesses. The Company is continuously evaluating
alliances and external investments in technologies related to its business, and
has already entered into certain strategic alliances and has formed strategic
partnerships with related technology entities. Acquisitions of companies,
divisions of companies, or products and alliances and strategic investments
entail numerous risks, including:

     o       inability to successfully integrate acquired operations and
             products or to realize anticipated synergies, economies of
             scale, or other value;
     o       diversion of management's attention;
     o       loss of key employees; and
     o       inability to recover strategic investments in development
             stage entities. Any such problems could seriously harm the
             Company's business.

No assurances can be given that the Company will not incur problems from current
or future alliances, acquisitions, or investments. Furthermore, there can be no
assurance that the Company will realize value from any such strategic alliances,
acquisitions, or investments. Our strategic alliance with Johns Hopkins
University is expected to allow us to compete effectively in the
telecommunications systems business. This business involves rapidly changing
technology and our management team has limited experience in product sales. The
anticipated benefits of the Johns Hopkins arrangement may not materialize.



                               13
<PAGE>

Highly Competitive Business
---------------------------

We understand that competition in the telecommunications industry in general,
and in the new and existing markets served by us in particular, is intense and
likely to increase substantially. The Company's ability to compete successfully
in the future will depend on several factors, including:

     o       the cost effectiveness, quality, price, service and market
             acceptance of our products;
     o       our response to the entry of new competitors or the
             introduction of new products by the Company's competitors;
     o       our ability to keep pace with changing technology and
             customer requirements;
     o       timely development or acquisition of new or enhanced
             products; and
     o       the timing of new product introductions by the Company or its
             competitors. The Company believes that while the Company has few
             direct competitors in the Lincompex technology field many of the
             Company's potential competitors are more established than the
             Company and have greater financial, manufacturing, technical and
             marketing resources.

Furthermore, the Company expects these potential competitors to continually
improve their design and manufacturing capabilities and to introduce new
products and services with enhanced performance characteristics and/or lower
prices. This competitive environment could result in significant price
reductions or the loss of orders from potential customers which could seriously
harm the Company's business.

Dependence on Key Personnel
---------------------------
Our success is largely dependent on the skills, experience and performance of
certain key members of its management, including particularly Don Kolasch, our
President and Bob Jones, our Chief Executive Officer. The loss of the services
of any key employee could have a material adverse effect on the our business,
financial condition, results of operations and cash flows. The Company has not
entered into employment agreements with any of its other employees. Such
employment agreements are terminable only upon death, disability or for cause,
including resignation. Upon termination for any reason other than disability or
for cause, the executive is entitled to severance pay. Our future success and
plans for growth also depend on its ability to attract, train and retain skilled
personnel in all areas of its business. See "Management."

Adverse Effects of Large Stock Issuances
----------------------------------------

As of December, 31, 2002, the Company had 19,776,098 outstanding shares of
common stock, 2,782,008 outstanding options and 1,755,636 outstanding warrants.
Except for (1) 13,564,932 shares of common stock (including 7,687,092 shares
held by affiliates), and (2) all of the outstanding options and warrants, all of
these securities are freely tradeable. The holders of a majority of the
remaining securities may request to have the resale of their shares registered
under the Securities Act of 1933, and should that happen, such shares would
become freely tradeable during the early months of 2003. The Company's Common
Stock price is vulnerable to potential sales by these shareholders of
substantial amounts of Common Stock in the public market. The SRLA with Johns
Hopkins will dilute the ownership of the Company's existing stockholders. Based
on the shares outstanding as of December 31, 2002, the Company has issued
approximately 2% of its Common Stock to Johns Hopkins and expects to issue over
4% in the future. This arrangement will dilute the percentage ownership held by
the Company's stockholders when compared to such ownership prior to the
arrangement. No predictions can be made of the effect, if any,




                               14
<PAGE>

that the sale or availability for sale of additional shares of Common Stock will
have on the market price of the Common Stock. Nevertheless, sales of substantial
amounts of such shares in the public market, or the perception that such sales
could occur, could materially and adversely affect the market price of the
Common Stock and could impair the Company's future ability to raise capital
through an offering of its equity securities.

Over-the-Counter Market; Penny Stock Trading Rules
--------------------------------------------------

Upon effectiveness of the Form 10-SB, the Company's Common Stock will be traded
in the over-the-counter market and may be subject to the "penny stock" trading
rules. The over-the-counter market is characterized as volatile in that
securities traded in such market are subject to substantial and sudden price
increases and decreases and at times price (bid and asked) information for such
securities may not be available. In addition, when there is a limited number of
market makers (a dealer holding itself out as ready to buy and sell the
securities on a regular basis), there is a risk that the dealer or group of
dealers may control the market in the security and set prices that are not based
on competitive forces and the available offered price may be substantially below
the quoted bid price. The "penny stock" trading rules impose additional duties
and responsibilities upon broker-dealers and salespersons effecting purchase and
sale transactions in such equity securities of the Company, including
determination of the purchaser's investment suitability, delivery of certain
information and disclosures to the purchaser, and receipt of a specific purchase
agreement from the purchaser prior to effecting the purchase transaction.
Compliance with the "penny stock" trading rules affect or will affect the
ability to resell the Common Stock by a holder principally because of the
additional duties and responsibilities imposed upon the broker-dealers and
salespersons recommending and effecting sale and purchase transactions in such
securities. In addition, many broker dealers will not effect transactions in
penny stocks, except on an unsolicited basis, in order to avoid compliance with
the "penny stock" trading rules. Consequently, the "penny stock" trading rules
may materially limit or restrict the number of potential purchasers of the
Common Stock and the ability of a holder to resell the Company's equity
securities.

Lack of Dividends
-----------------

The Company does not anticipate paying any cash dividends on its Common Stock in
the foreseeable future. The Company intends to retain profits, if any, to fund
growth and expansion. See "Dividend Policy."

Plan of Operation
-----------------

Given the Company's history of operating losses and accumulated deficit, the
following is a plan of operation, which if successful, would allow the Company
to reach break-even and profitable operations. The specific financing steps
necessary to achieve this goal is also discussed.

INCREASED PRODUCT SALES. The Company plans to increase its marketing
efforts with current customers to persuade them to increase their
purchases of current products such as the ChipSet, LinkMates and
Telephone Dialing Converters. This can be accomplished without an



                               15
<PAGE>

appreciable increase in marketing staff. Acquiring, future customers will
require advertising and travel for which could be financed, in part, by revenues
generated by product sales to current customers and parts of the plan to follow.

PATENT AND SOFTWARE LICENSING. Currently, the Company is receiving quarterly
royalties pursuant to the Patent Licensing and Release Agreement with the U.S.
Government. The Company is actively marketing agencies of the Government to
include its technology in additional products used by the Government, and
thereby increase this royalty income. The Company is actively pursuing possible
patent licensees in the private sector. For the first time, the Company will
actively market its software as a product. Over the years, a number of customers
have expressed interest in licensing the source code for Lincompex technology.
In 2002, the Company developed the software in a form that will make this easier
to accomplish.

JOHNS HOPKINS UNIVERSITY (JHU) - SUBCONTRACTS. In November 2002, the Company
received its first subcontract from JHU pursuant to its Strategic Relationship
and Licensing Agreement (SRLA) The SRLA provides for up to $1,000,000 in
subcontracts each year for 5 years to the Company. The Company is actively
marketing JHU to reach this goal.

ITEM 3. CONTROLS AND PROCEDURES

(a)  On December 31, 2002, Robert L. Jones, Jr., Chairman, CEO and
Donald C. Kolasch, President, made an evaluation of our disclosure
controls and procedures.  In our opinion, the disclosure controls and
procedures are effective.

(b) There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls since the last
evaluation.


                             PART II.

ITEM 1. LEGAL PROCEEDINGS

We are subject to legal proceedings and claims, which arise in the ordinary
course of our business. Although occasional adverse decisions or settlements may
occur, we believe that the final disposition of such matters should not have a
material adverse effect on our financial position, results of operations or
liquidity.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Our Common Stock is not currently traded on any market. We intend to request one
or more broker dealers to quote and trade our Common Stock on the OTC Bulletin
Board at such time as we become a reporting company under Securities and
Exchange Commission regulations. We have not paid any cash dividends on our
Common Stock and we anticipate that, for the foreseeable future, earnings, if
any, will continue to be retained for use in our business. As of December 31,
2002, the number of record holders of the Company's Common Stock was 193.

By resolution, effective August 19, 2002, the Board of Directors authorized a
two (2) for one (1) stock split for all shareholders of record as of August 31,
2002. The stock split took place on October 1, 2002.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.


                               16
<PAGE>


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

Indemnification of Directors and Officers

Our By-laws provide for indemnification of directors and officers to the full
extent provided by law. Section 242 of the Delaware General Corporation Law
permits (and the Company's Certificate of Incorporation and Bylaws, which are
incorporated by reference herein) authorize indemnification of directors and
officers of the Company and officers and directors of another corporation,
partnership, joint venture, trust, or other enterprise who serve at the request
of the Company, against expenses, including attorneys fees, judgments, fines and
amounts paid in settlement actually and reasonable incurred by such person in
connection with any action, suit or proceeding in which such person is a party
by reason of such person being or having been a director or officer of the
Company or at the request of the Company, if he conducted himself in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
Company may not indemnify an officer or a director with respect to any claim,
issue or matter as to which such officer or director shall have been adjudged to
be liable to the Company, unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper. To the extent that an officer or director is
successful on the merits or otherwise in defense on the merits or otherwise in
defense of any action, suit or proceeding with respect to which such person is
entitled to indemnification, or in defense of any 30 claim, issue or matter
therein, such person is entitled to be indemnified against expenses, including
attorney's fees, actually and reasonably incurred by him in connection
therewith. The circumstances under which indemnification is granted in an action
brought on behalf of the Company are generally the same as those set forth
above; however, expenses incurred by an officer or a director in defending a
civil or criminal action, suit or proceeding may be paid by the Company in
advance of final disposition upon receipt of an undertaking by or on behalf of
such officer or director to repay such amount if it is ultimately determined
that such officer or director is not entitled to indemnification by the Company.
The Company also maintains insurance on its directors and officers, which covers
liabilities under the federal securities laws.

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

(a)     Reports on Form 8-K. No reports on Form 8-K were filed during the
        three-month period covered in this Form 10-QSB.

(b)     Exhibits. There have not been any documents that are to be attached as
        Exhibits entered into during the three-month period covered in this Form
        10-QSB, unless listed below, and therefore, all Exhibits have been
        previously filed by the Company.


No.    Description
---    -----------

99.1   Certification of Robert L. Jones, Jr. Pursuant to Rule 13a-14
       (filed herewith).

99.2   Certification of Donald C. Kolasch Pursuant to Rule 13a-14
       (filed herewith).

99.3   Certification of Robert L. Jones, Jr. Pursuant to Section 906 of
       the Sarbanes-Oxley Act of 2002 (filed herewith).

99.4   Certification of Donald C. Kolasch Pursuant to Section 906 of the
       Sarbanes-Oxley Act of 2002 (filed herewith).

                                       17

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



                                 Link Plus Corporation



Dated:  June 24, 2003            By:  /s/ Robert L. Jones, Jr.
                                    -------------------------------------
                                    Robert L. Jones, Chairman and CEO



                               18