FORM 10-QSB/A-3

                     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                                                                    1,064,295         1,173,106

 Notes payable-current                                                                    354,638           427,438
                                                                                     ------------      ------------
 Total Current Liabilities                                                              2,468,666         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                        98,880            91,060

 Additional Paid-In-Capital                                                             9,986,565         8,598,782

 Common stock subscribed                                                                     --              12,000
 Accumulated Deficit                                                                  (12,411,720)      (11,560,825)
                                                                                     ------------      ------------

                                                                                       (2,326,275)       (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             Nines 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               237,622         177,822         837,136         526,371

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

Total Operating Expense                           237,898         177,822         837,488         526,371



LOSS FROM OPERATIONS                             (223,791)       (166,090)       (805,907)       (497,188)

Interest (expense) income, net                    (13,690)             43         (44,987)            308
                                             ------------    ------------    ------------    ------------

Net loss before income taxes                     (237,481)       (166,046)       (850,894)       (496,880)

Income (taxes) benefit                               --              --              --              --
                                             ------------    ------------    ------------    ------------
NET LOSS                                     $   (237,481)   $   (166,046)    $  (850,894)   ($   496,880)
                                             ============    ============    ============    ============

Loss Per Common Share (Basic and Assuming
Dilution)                                    $      (0.01)   $      (0.01)   $      (0.05)   $      (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                                                          $(850,894)     $(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 issued for services                                  43,600           --
   Common stock issued for incentive for loans                       20,000           --
   Stock warrants issued for services                                22,813           --
(Increase) decrease in:

   Accounts payable and accrued expenses                           (118,145)          (518)
                                                                  ---------      ---------
Net cash provided by (used in) operating activities                (119,262)       (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                               95,626
Proceeds from common stock subscribed                                22,500
Proceeds from notes payable                                          20,000         17,300
Payments of notes payable                                           (15,466)          --
                                                                  ---------      ---------

Net cash provided by (used in) financing activities                 122,660         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:
Cash paid during period for interest                              $    --        $    --
Cash paid during period for income taxes                               --             --

Common stock and warrants issued in exchange for services           849,425        480,099

Common stock issued in exchange for debt and accrued interest        77,333        125,065
Common stock issued in exchange 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 $237,622 compared to $177,822
for the same period ended December 31, 2001, an increase of $59,800.
This increase was due to an increase  salaries expense ($49,967),
office expense ($1,628) and legal and professional service fees
($8,205).

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 $837,136 compared to
$526,371 for the same period ended December 31, 2001, an increase of
$310,765. This increase was due to an increase in common stock issued
for compensation ($95,728), board of directors' fees ($83,334),
professional service fees associated with the filing of the Company's
registration statement ($79,598), stock warrants issued for
compensation ($22,813), expense related to notes issued to as an
incentive for noteholders ($20,000) and increased office expense
($9,292).




                               9
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES


As of December 31, 2002, we had a working capital deficit of
$2,129,242. As a result of the Company's operating loss of $850,894
for the nine months ended December 31, 2002, the Company generated a
cash flow deficit of $119,262 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 $869,425. 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 $108,126 of common stock and loan proceeds of $20,000.
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 $12,411,720 as of December 31, 2002 with negative
shareholders equity of $2,326,275. As of that date, the Company had
accounts payable of $1,049,733 and total current liabilities of
$2,468,666, of which $354,638 represented demand notes held by
investors. As of that date, the Company had estimated loss carry-
forwards for tax purposes of $12,411,720.  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 $147,500 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).


                            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:  May 14,2 003             By:  /s/ Robert L. Jones, Jr.
                                    -------------------------------------
                                    Robert L. Jones, Chairman and CEO



                               17
<PAGE>