SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

              ____________________________________________________

                                 FORM 10-KSB/A
                                Amendment No. 1


(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ________

                          COMMISSION FILE NO. 000-31507

                         PLANETLINK COMMUNICATIONS, INC.
               (Exact name of issuer as specified in its charter)

                 GEORGIA                                    58-2466623
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

          1415 BOOKHOUT DRIVE, CUMMING, GEORGIA               30041
         (Address of principal executive offices)           (Zip Code)

       Registrant's telephone number, including area code: (678) 455-7075


Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Exchange Act:
                                        COMMON STOCK, PAR VALUE $0.001 PER SHARE
                                                    (Title of 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  twelve  months  (or  such  shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes [X] No[ ]

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

     State issuer's revenues for its most recent fiscal year: $ 678,955.

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was last sold, or the average bid and asked price of such common equity,
as  of  March  31,  2004:  $0.088 per share.

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes of common stock as of March 31, 2004: 117,458,108 shares.

     Documents incorporated by reference: None.


<PAGE>

THIS  AMENDMENT  TO OUR ANNUAL  REPORT ON FORM  10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2003,  FILED WITH THE  COMMISSION ON APRIL 14, 2004, IS BEING FILED
BECAUSE  OUR  FINANCIAL  STATEMENTS  AND  NOTES  HAVE  BEEN  RE-AUDITED  BY  OUR
ACCOUNTANTS.  EXCEPT FOR THE RE-AUDITED  FINANCIAL STATEMENTS AND NOTES, AND THE
CURRENT  DATES,  NO OTHER  CHANGES  HAVE BEEN MADE TO OUR ANNUAL  REPORT ON FORM
10-KSB FILED WITH THE COMMISSION ON APRIL 14, 2004.

<PAGE>

                                TABLE OF CONTENTS


Item 1.   Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Item 2.   Description of Property.. . . . . . . . . . . . . . . . . . . . . . 10
Item 3.   Legal Proceedings.. . . . . . . . . . . . . . . . . . . . . . . . . 21
Item 4.   Submission of Matters to a Vote of Security Holders.. . . . . . . . 21
Item 5.   Market for Common Equity and Related Stockholder Matters. . . . . . 22
Item 6.   Management's Discussion and Analysis or Plan of Operation.. . . . . 23
Item 7.   Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . 25
Item 8.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure. . . . . . . . . . . . . . . . . . . . . . . . 25
Item 8A.  Controls and Procedures.. . . . . . . . . . . . . . . . . . . . . . 25
Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act.. . . . . . . . . 25
Item 10.  Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . 25
Item 11.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters . . . . . . . . . . . . . . . . . . 25
Item 12.  Certain Relationships and Related Transactions. . . . . . . . . . . 25
Item 13.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . 25
Item 14.  Principal Accountant Fees and Services. . . . . . . . . . . . . . . 25
Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . .F-2




<PAGE>
                                     PART I


ITEM 1.     BUSINESS.

     PlanetLink Communications, Inc. was incorporated in May 1999 for the
purpose of providing international telecommunications and wireless services
principally in Georgia. Prior to the end of fiscal 2001, we directed our efforts
toward satellite television services and products rather than through the sale
of telecommunications services. Virtually all of our 2002 and 2003 revenues were
generated by providing television services and consumer two-way satellite based
Internet service through our dealership agreement with EchoStar Communications.
After several years of retail operation and an evolving business strategy, we
have moved away from store retailing to focus on developing satellite-enabled
products based on Global Positioning Systems (GPS) technology.

     San Antonio, Texas-based Karta Technologies Inc. is leading the Research
and Development effort for our satellite-enabled products.  Karta Technologies
is an industry leader in IT, engineering, training and program management
services.  The vehicle tracking system has been developed to be as simple as
possible, utilizing the unique features of the General Packet Radio Service
(GPRS), allowing the vehicle tracking device to be a simple data-reporting unit
with all of the functionality of the service being built into the server-side.
This architecture has enabled us to quickly bring the service to market, and
with the least amount of risk.  The design of the system also facilitates the
ability to rollout new features and services to vehicle tracking devices that
are already in service.  The result of this effort has established the technical
foundation on which an integrated portfolio of personal and asset tracking
products and services may be based.

     TransTRAK, a vehicle tracking service, is the first of our
satellite-enabled products and is on schedule to launch in April 2004.  The
TransTRAK vehicle unit uses a highly accurate GPS receiver and state-of-the-art
communications technology to provide for real-time tracking, speed calculations,
and distance monitoring.  Monitoring data is available from any internet capable
device, and a primary feature of the TransTRAK system is the ability for each
subscriber to define events that will result in a real-time notification. For
example, a car owner whose car is normally parked in the parking lot at work
during the day might like to receive a notification if his vehicle moves from
that location between the hours of 9 AM and 4 PM. Each subscriber can enter an
unlimited number of these types of events for each vehicle and can change them
as frequently as desired. Notifications can be sent to any email address, which
includes most pagers, and cell phones. This feature makes the TransTRAKS service
highly customizable to the unique needs of each individual.  Our strategy is to
minimize upfront costs and to charge a reasonable monthly monitoring fee for our
consumer customers, and to customize our product offering based upon the unique
business requirements of our commercial customers who utilize our products to
improve their operations, including management of medium to large size fleets.

     Our consumer offering is 100% web-based.  A consumer can order TransTRAK on
line with monthly credit card billing and full on-line support.  The TransTRAK
consumer application is also an affordable alternative for commercial customers
who have the need to track and monitor small to medium size fleets.  The
consumer vehicle tracking system provides the technical foundation on which an
integrated portfolio of personal and asset tracking products and services may be
based.

OUR ORGANIZATION

     We are a Georgia corporation incorporated in May 1999 under the name
PlanetLink Communications, Inc. Our corporate offices are located in Cumming,
Georgia, and our operational headquarters are in San Antonio, Texas.  Our
operations depend largely upon strategic alliances with outsource providers who
provide Service Delivery, Customer Service, and Technical Support services to
our customers, and upon Karta Technologies Inc. who is leading the R&D effort
for our satellite-enabled products.

     In this Form 10-K Annual Report, references to "us" refer to PlanetLink
Communications, Inc. unless the context indicates otherwise.


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<PAGE>
     PlanetLink Communications, Inc., a development stage company, was
incorporated in May 1999 for the purpose of providing international
telecommunications and wireless services principally in Georgia.  Prior to the
end of fiscal 2001, we determined to direct our efforts at satellite television
services and products rather than through the sale of telecommunications
services.  At present, we generate substantially all of our revenues by
providing television services through our satellite EchoStar dealer operations
and related products and services.  The related products and services available
from our provider include StarBand, which we believe is the country's first
consumer two-way satellite based Internet service.

     On October 1, 1999, we entered into an exclusive agreement with DirecTV, a
division of Hughes Electronics, to provide digital satellite television service
in the nine southeastern territories of BellSouth.  The agreement provided for
promotional support from DirecTV as well as co-op dollars to support
advertisement campaigns.  We launched our DirecTV operations in March 2000, and
we believed DirecTV had the potential competitive advantages to be a significant
provider of the products and services for our customers.  We started expanding
our DirecTV sales operation across the Southeastern United States.  In March
2000, we conducted test sales in the Nashville, Tennessee area which indicated a
strong demand and the potential effectiveness of our marketing of DirecTV units
through independent sales associates.  We began recruitment initiatives for
sales and marketing associates across the Southeastern United States for our
DirecTV satellite service.

     In October 2000, in an effort to increase our gross profit margins, we
decided to terminate our contract with DirecTV, and we entered into a new
distribution agreement with EchoStar Satellite Corporation ("EchoStar").
EchoStar also provides Broadband Internet access through its Satellite systems,
which we also offer to our customers.  Our marketing plan provides for adding
retail Communication Centers in major malls and high traffic areas throughout
the Southeastern United States.  PlanetLink's distribution agreement with
EchoStar is exclusive for the Southeast region of the United States.  See
"Description of Properties" below.

     In April 2000, we entered into agreement with Eagle Research, a division of
Cox Enterprise, to conduct a market research study in an effort to develop a
marketing strategy to market our range of products and services.  During the
third quarter of 2001, we received the study from Eagle Research and as a result
of this market research study, we adjusted our business strategy to focus more
on the distribution of satellite related products and services, which industry
we believe is at the beginning of its life cycle and therefore provides for high
profit margins.

STATUS OF RECENT DEVELOPMENTS AND PUBLIC ANNOUNCEMENTS

     At present, we operate six retail stores marketing our EchoStar products
and services and during 2003 we plan to open an additional six to twelve retail
stores including our retail kiosks in the metropolitan area of Atlanta and
Southeast of the United States.  Based upon the market research study from Eagle
Research, we identified the technology of the Global Positioning System (GPS) as
an emerging consumer category that we could commercially enter.  As a result,
during 2002 and continuing in fiscal 2003, our business strategy was to also
focus on new products using GPS and satellite-enabled technology.

     In January 2003, we announced that the cornerstone of our new strategy is
the development of proprietary products based upon GPS technology including
personal tracking devices, child safety devices and other satellite-enabled
security systems.  In the same announcement, we stated that it intended to
expand its retail operations through the implementation of a franchising model
and expects to open stores in major retain shopping malls in Georgia, Tennessee,
Alabama, North Carolina and South Carolina.

     Our retail stores presently offer our satellite television systems and
satellite high-speed Internet access.  We also plan on adding GPS related
products under the trade name PlanetTRAKS, which products shall include the
following:

-    Kidangel: This personal tracking system will help parents locate a child
     within minutes;

-    Parentrak: This is designed to permit users to know the location of aging
     adults/parents;


                                        2
<PAGE>
-    Autotrak: This device will enable parents and others know the speed at
     which their children are driving and the location of their vehicle. This
     same device also is valuable for businesses to locate their vehicles and
     employees and know the speed of their vehicles;

-    Guardian: For business executives and others traveling to know their
     location; and

-    Protector: This location device is designed to deliver panic signal,
     identify the location, and includes a 2-way audio track to listen to the
     nature of any danger.

     We also plan on establishing a commercial sales division in connection with
EchoStar's release of several new products that will enhance the installation
and delivery of satellite television to commercial customers such as hotel
chains, condominium associations and other small businesses.

INDUSTRY OVERVIEW

     The business we operate and from which we have derived substantially all of
our revenues during the past two years is the satellite television industry and
related products and services.  Our management expects the market for satellite
television products and services and satellite based high-speed Internet service
will continue to grow.  However, there can be no assurances regarding the size
of such demand or that PlanetLink will be able to benefit from anticipated
increased demand.

     Satellite Television Market.  The home entertainment and video programming
industry continues to develop competitive alternatives and consumer choices.
The major choices in the industry are: television cable systems, direct-to-home
satellite service (including EchoStar), wireless cable systems, and broadcast
television.  There are other competitors in the field, such as Internet video
providers, home video sales and rentals, and even local telephone companies that
provide cable access.  The cable system providers have continued to grow and
dominate this industry in terms of subscriber penetration, the number of
programming services available, audience ratings and expenditures on
programming.  However, for non-cable systems, direct broadcast satellite, such
as EchoStar and DirecTV, among other providers, dominates the delivery of
multi-channel video programming distribution systems.  Technological advances
are rapidly occurring that permit all of these various system providers to
increase both - quantity of service (i.e., an increased number of channels using
the same amount of bandwidth or spectrum space), and - types of offering (i.e.,
interactive services).  In addition, operators and distributors are developing
and deploying advanced technologies, especially digital compression, in order to
deliver additional video options and other services, such as Internet access and
telephony to their customers.

     The North American direct broadcast satellite market represents a large
niche market for potential customers.

     The satellite delivered digital television market in the United States was
lead by Hughes Electronics' DirecTV subsidiary in 1994 with the launch of
high-powered Digital Broadcast Satellites ("DBS"), which brought hundreds of
channels of digital television programming to subscribers by use of a
mini-satellite dish and a set top box.  Since then, EchoStar and its DISH
Network system and DirecTV compete in the US satellite television market.  We
believe that an increasing number of U.S. homes are subscribing to satellite
television services.

     Our goal is to become a leading regional provider of satellite television
products and services and related services including high-speed Internet access
and GPS based tracking products.  We believe that today's direct-to-home
satellite market offers us a very good business opportunity based on the
following reasons:

-    Advances in communications and information technology have created a large
     demand for new state-of-the-art services such as digital satellite
     television,

-    Regulatory changes in the United States authorizing the provision of
     digital satellite television services has given television viewers the
     opportunity to choose the provider of their television programming based on
     quality of signal, cost and variety of programming,


                                        3
<PAGE>
-    Our marketing program focuses on that choice and the benefits of using
     satellite television programming over cable programming,

-    There exists a significant percentage of households that are not served or
     are under-served by either cable television providers or digital satellite
     television program providers, and

-    To date, digital satellite television program providers have focused
     primarily on the single family residence market because of the lower cost
     of deployment and fewer technical difficulties than those incurred in
     multi-dwelling unit properties.

     High-speed satellite based Internet access is and enhanced feature
available subscribers of satellite based television service and is one of the
fastest growing markets in the telecommunications industry.  Data communication
capabilities provided by the Internet allow medium-sized and small businesses to
streamline e-commerce and communications among employees, customers and
suppliers.  To fully take advantage of the efficiency provided by the Internet's
capabilities, we believe that businesses will increase their Internet
connectivity.  We also expect the demand for Internet access to increase as an
increasing number of individuals and business work in remote offices or from
their homes.  In addition, we expect increasing consumer demand for higher
access speeds to the Internet.  Traditionally, individuals and business have
relied primarily on low-speed Internet access using existing telephone lines.
Most telephone networks today are fiber optic, capable of high-capacity and
high-speed transporting of data.  However, the portion of the networks that
ultimately connects to the customer homes and businesses, commonly referred to
as the "local loop" or "last mile," generally is narrowband copper wire with
service speeds limited to 56- 128 Kbps.  This limitation currently constrains
the capacity and speed of the Internet to most users.  High-speed Internet
access is poised to become an area of high growth.  Interactive broadband
services are the key to unleashing the full power of the Internet and delivering
multimedia content.  As a result, we believe that users are seeking affordable
higher-speed Internet access alternatives.  In 2001, we started to offer
EchoStar's satellite based high-speed Internet access, StarBand, to our
customers.  We believe we are well positioned to meet the needs of our
residential and business customers in our Southeastern U.S. market.

     Management believes that the satellite television market described above is
continuing to grow and in order for us to continue to experience necessary
growth, we must be able to deliver our products and services and customer care
in the most cost effective manner possible and to focus our capital resources on
acquiring new customers to enable the company to generate positive cash flow.
We intend to capture market share through strategic acquisitions of existing
competitors, internal growth and other strategic business relationships.  See
Business Objective and Strategy below.

BUSINESS OBJECTIVE AND STRATEGY

     Business Objective.  Our primary business objective is to become a leading
reseller of satellite based consumer products and services including EchoStar
television satellite systems and related products and services including
StarBand, EchoStar's enhanced high-speed satellite based Internet access.  Our
business strategy is to distinguish our products and services from other
competitors such as cable providers, terrestrial television networks and other
Internet providers to emphasize the superior quality of our products and
services which we can provide at competitive pricing to our customers.  Our
marketing strategy will target both small business and residential customers.
With a direct marketing strategy through regional managers as well as through
kiosk locations in major malls, we hope to achieve continued growth with direct
access to our potential consumer and continue to provide customized services to
the end user of our products and services.  We developed a retail concept with a
unique design of our retail kiosk units through which we sell our products and
services.  We filed a patent for the retail design concept with the United
States Patent and Trademark Office.

     We believe that our EchoStar's satellite service has the potential to play
a significant role in enhancing our competitive position for all of the products
and services we offer to our consumers.  We plan to expand our EchoStar sales
operation in the Southeastern United States during 2003.  We will focus on
positioning ourselves to become a dominant retailer of other satellite
technology products including our introduction of GPS tracking products under
our PlanetTRAKS trade name.


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<PAGE>
     Achieve Significant Operating Efficiencies.  We believe we can continue to
achieve operating efficiencies resulting in enhanced revenue opportunities, cost
savings and improved cash flow through:

-    Cross-selling our products and services across broader distribution
     channels and customer network that we have developed or will develop
     through acquisitions;

-    Consolidating our operating costs and achieving purchasing economies of
     scale;

-    Improving our customer acquisition operations; and

-    Lowering working capital requirements by optimizing our accounts receivable
     collection period.

     Increasing Customer Base.  We are pursuing our goal of increasing our
customer base and attracting new customers by:

-    Providing products and services to our customers at very competitive
     prices; and

-    Offering our customer a wide variety of support services typical of other
     providers of television and Internet service.

     See the discussions under "Pricing of our Products and Services" below.
During 2004, we intend to continue to develop a franchise program for our retail
stores to increase our customer base.

     Pursue Strategic Acquisition.  Consolidation trends in the markets in which
we operate may present us with opportunities for strategic acquisitions.  We
have no acquisitions planned at the present.  Our criteria for strategic
acquisitions will be to pursue well-run, established telecommunications
retailers, installation companies, long-distance telephone service providers
with capacities to accommodate growth, that complement our existing operations,
and that are able to achieve an acceptable return on our investment.  We will
also commit our capital resources as we deem appropriate to increase the
efficiency and productivity of our business operations.

Potential acquisition candidates are evaluated based upon our ability to:

-    Expand our customer base and improving our customer relationships;

-    Market new products and services through new or expanded distribution
     channels;

-    Increase utilization of our existing distribution capacity;

-    Generate cost savings;

-    Add to our technology portfolio; and

-    Open new market opportunities.

     Implement an Integrated Internet Strategy.  We are focused on providing
satellite based Internet access as an enhanced feature of our satellite
television package of services.  Increasing demand for Internet services
presents opportunities to market our Internet-related services such as Internet
application services.  We plan to expand our Internet access services by
offering our customer a package of satellite service and Internet access service
trough satellite.  We believe that our ability to provide this service package
to our customers at competitive prices differentiates us from our competitors.


                                        5
<PAGE>
SOURCES AND AVAILABILITY OF OUR PRODUCTS AND SERVICES OFFERED AND NAMES OF OUR
PRINCIPAL SUPPLIERS

     Satellite Television Service. We provide digital satellite television
services to residential customers within our market in Georgia and the
Southeastern United States. In October 2000, we entered into an agreement with
EchoStar which allows us to market up to 185 channels of its Direct Broadcast
Satellite programming to our subscribers. We are paid a commission by EchoStar
for each subscriber that purchases this satellite programming package and we
also receive equipment and marketing subsidies. We believe these subsidies
materially reduce our customer acquisition costs. We have been providing our
digital satellite television services in the United States since November 1999.
As of December 31, 2003, we had approximately 5,673 subscribers for our
satellite television services in our market area.

     Satellite Internet Access.  We provide digital satellite based Internet
access through StarBand, a subsidiary of EchoStar, to residential and business
customers.  In August 2001, we entered into an agreement with StarBand which
allows us to market their satellite based Internet access to our customers
throughout the Southeastern United States.  As of December 31, 2003, we had
approximately 189 subscribers for StarBand in Georgia and the Southeastern
United States.

CUSTOMER BASE AND PRINCIPAL MARKETS, DEPENDENCE ON ONE OR FEW MAJOR CUSTOMERS

     EchoStar Customers.  As of December 31, 2003, we had 5,673 EchoStar
satellite television customers which is an increase of 12.25 percent from the
customer base of 4,986 at December 31, 2002.  We are not dependent upon any
single customer, and for the year ended December 31, 2003, no customer accounted
for more than one percent of our sales.  We have a service agreement for resale
of EchoStar products and services.  EchoStar does not require any minimum
purchase requirements by dollar or amount and category of products and services.
Under our agreement with EchoStar, which commenced in October 2000, we may not
market and sell other satellite broadcast services of any other direct
broadcasting satellite provider.  Consequently, we are dependent on EchoStar as
our provider for satellite equipment and services.  We cannot control events at
EchoStar, and there are events that could adversely affect us.  The satellite
communications and programming industry is regulated and regulations may be
enacted that could have an adverse effect on our products and services.
Termination of our contract with EchoStar would have a material adverse effect
on us.  Reference is made to the discussion under "Risk Factors" below.

INTERNET ACCESS CUSTOMERS.

     As of December 31, 2003, we had 189 satellite broadband Internet customers.
We have no major customer on which we depend. Our customer base, we believe, is
broad and provides us with a base to increase sales and expand customer
relationships, which we believe shall serve to reduce any potential exposure to
any particular customer. We are not dependent upon any single customer, and for
the year ended December 31, 2003, no customer accounted for more than 10 percent
of our sales.

COMPETITIVE BUSINESS CONDITIONS AND OUR POSITION IN THE INDUSTRY

     Competition in the Direct Broadcasting Satellite Market.  Satellite
television faces competition from several sources, such as traditional
terrestrial television broadcast and cable companies, traditional satellite
receivers, direct broadcast satellites, wireless cable, and other alternative
methods of distributing and receiving television transmissions.  Further,
premium movie services offered by cable and satellite television systems have
encountered significant competition from the home VCR and DVD industry.  In
areas where terrestrial air broadcast signals can be received without cable
access, cable television systems have also experienced competition from the
availability of broadcast signals generally and have found market penetration
more difficult.  We do not have significant market share in our market in
Georgia and the Southeastern United States.  Our competitors in each of our
existing and future markets may provide bundled packages of communication
services such as cable services, including local, long distance and digital
subscriber line services that compete directly with the services we now offer or
may offer in the future.


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<PAGE>
     The resale of satellite television services is highly competitive, and we
expect competition to intensify in the future.  The subscription television
business is also highly competitive, and many of our competitors have
significantly greater resources than we have.  Our primary competition in the
subscription television market is from cable television provided by such major
operators as Comcast, formerly AT&T Broadband & Internet Services and Time
Warner Entertainment.  Cable companies generally are well established and known
to our potential customers and have significantly greater financial and other
resources than we have.  In addition, these competitors are also bundling
additional services with their cable TV services, such as high-speed Internet
access and content, to enhance their products and services.

     Direct Broadcast Satellite ("DBS") service is available from DirecTV and
EchoStar Communications.  We compete with many retail distributors of DirecTV.
In November 1999, Congress enacted legislation allowing DBS providers to offer
local television stations.  We do not expect DBS providers to offer local
stations into a majority of our existing local markets for some time, if at all,
because of the size of these markets.  However, the growth of DBS service has
been significant since it was first launched, and we expect that the DBS service
providers will continue to be significant competitors for subscription
television customers.

     Competition in the Internet Access Market.  The Internet access market is
highly competitive.  We face competition from many Internet access and Internet
service providers ("ISP") with significantly greater financial resources,
well-established brand names and large, existing customer bases.  ISPs provide
Internet access as well as content to residential and business customers.  These
companies can provide Internet access over local exchange carriers (LEC)
networks at or below ISDN speeds, offer digital subscriber line ("DSL") using
their own DSL services, or DSL services offered by LECs and others.  ISPs have
significant and sometimes nationwide marketing presence which they combine with
strategic or commercial alliances.  Significant ISPs include America Online
("AOL"), Microsoft-MSN, EarthLink and PSINet.  All of those competitors may
enter into the business of offering satellite based Internet access, which we
offer.

METHODS OF COMPETITION

     We believe we have the competitive advantages discussed below.

     Established Position in Attractive Niche Market.  We enjoy a strong
position in our niche market in the metropolitan area of Atlanta, Georgia.  We
believe that urban consumers represent a unique and powerful market segment
critical to our success and will represent the cornerstone for our market
penetration.  Based upon demographic developments, indicating a growing urban
population in Georgia, and the cities in the Southeastern United States, we
believe that the middle-income segment of this population will represent a main
targeted market for our products and services.  We intend to continue to
aggressively pursue our marketing and sales efforts in the urban middle-income
population in urban areas that we believe have not been the focus of our
competitors.  We believe our strong position, technological expertise and strong
customer relationships provide us with certain advantages in the development of
our target markets.

     Building a PlanetLink Brand Identity and Awareness.  We intend to build
brand identity through the quality, convenience and value of our products and
services we offer.  We also intend to aggressively market our services through
direct marketing in our target communities, promotions and advertising, as a
means to further establish brand-name recognition.  We plan to develop a
franchise program for our retail stores, for which design we filed a patent with
the United States Patent and Trademark office, which is pending.

     Branding Strategy.  Part of our strategy is to provide our customer with
the opportunity to enjoy live product demonstration during their buying process,
which includes the demonstration of the features of our products and services.
This method has been proven to be effective in demonstrating the technical
superiority of satellite enabled products and services.

     Provide a Superior Customer and Technical Services.  We are committed to
providing our customers with a superior experience in all aspects of our
services.  Our customer support and services operate a on a 24-7 basis and
designed to ensure our customers satisfaction within our urban markets in
Atlanta, Georgia and the Southeastern United States.


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<PAGE>
     Expand Existing Market and Enter New Geographic Markets. We plan to
increase revenues and realize economies of scale by aggressively expanding into
new metropolitan markets and increasing penetration in our existing markets. We
believe that we can achieve competitive cost advantages in our target markets
through the combination of competitive pricing and superior customer service. As
of December 31, 2003, we have and had approximately 37 small business customers
and approximately 6,004 residential customers for our products and services. We
expect to have increasing customer growth during 2004.

     Strong Customer Relationships.  Our service teams work closely with our
customers to satisfy current and anticipated future needs.  Our relationships
with our customers resulted in a reputation for quality.  We have been doing
business for over three years and have on-going relationships with customers
since our inception.

     Broad Product Offerings and Diverse Customer Base.  Our products and
services include direct broadcast satellite television service and satellite
based Internet access.  We offer our services as a package and separately so
that our customers have alternatives based upon their needs with the option to
expand the products and services that we provide.  We also plan to introduce
during 2003 GPS tracking products that we will market through our existing
locations and by direct marketing.

EMPLOYEE

     We believe that relations with our 13 full-time employees are excellent.
We also have 18 part-time employees.  We are not a party to any collective
bargaining agreements, nor are we aware of any pending union petitions related
to our employees.  With our plan to open 6 to 12 additional retail locations
which we anticipate during 2003, we plan to increase our staff.  We will be
dependent upon our ability to hire and retain qualified persons for sales and
marketing and operational personnel for each of our locations.

GOVERNMENT REGULATION

     The products and services we offer are subject to varying degrees of
federal, state and local regulation.  Future regulations and legislation may be
less favorable to us and our business operations than current regulation and
legislation.  In addition, we may expend significant financial and managerial
resources to participate in proceedings setting rules at either the federal or
state level, without achieving a favorable result.

     Communications Regulation.  The Telecommunications Act of 1996
substantially departed from prior legislation applicable to the
telecommunications industry by establishing local telecommunications competition
as a national policy.  The Telecommunications Act removed state regulatory
barriers to competition and overruled state and local laws restricting
competition for telecommunications services.  In general, by accelerating
competitive entry into the telecommunications market, including Internet access
such as DSL services offered by competitive carriers, the Telecommunications Act
established a market structure in which the network infrastructure and services
we purchase are now available from a variety of providers in addition to
incumbent telephone companies.  As a result, individual and business
telecommunication options and choice of vendors, along with the quality and
price of services purchased from telecommunications carriers, are becoming more
favorable and yet are substantially dependent on successful implementation of
the Telecommunications Act by the FCC and other regulatory agencies.  We are no
longer offering long-distance telephone service because the margins were not
sufficient for us to compete successfully in this market.

     For several years, traditional telecommunications carriers have argued that
the FCC should repeal rules treating Internet service providers as unregulated
providers of enhanced information services.  Under this regulatory paradigm,
Internet service providers have been subject to a lesser degree of regulation
and taxation than traditional telephone service providers which is favorable to
us.  The FCC has to date resisted all efforts to modify the unregulated
treatment of Internet service providers.  However, there may be increased legal
and political pressure on the FCC to modify these policies.  While there is no
indication that a major change in the FCC's policies is imminent, the imposition
on Internet service providers of access charges, universal service fees and
other elements of traditional telecommunications regulation would require us to
review and possibly change our financial and business models.


                                        8
<PAGE>
     The Effects of New Federal Satellite Television Legislation on Our Business
Is Unclear.  On November 29, 1999 the Satellite Home Viewer Improvement Act of
1999 became law.  The Act contains provisions that will be phased in over time.
In addition, the FCC and other federal agencies have undertaken rulemaking and
studies in connection with this legislation.  Therefore, we cannot predict the
effect of this new law on our business at this time.  The Act resolves many of
the issues involved in years of litigation between the networks and the direct
broadcast satellite industry regarding retransmission of network programming to
direct broadcast satellite subscribers.  Generally, it also preserves the
industry's right to retransmit network programming to subscribers in "unserved"
areas.  It also extends through December 31, 2004 the statutory right, for a
copyright royalty fee, of the industry to retransmit independent programming
(so-called superstations) to subscribers as "distant" signals.  Further,
satellite carriers will be required to deliver signals only to households that
cannot clearly receive over-the-air network signals with a rooftop antenna.
Among other things, the Act directs the FCC to take actions to prescribe the
picture quality standard that the FCC uses to predict what households do not
receive a strong enough network broadcast signal over-the-air and therefore are
eligible to receive distant network signals.  The FCC has initiated a rulemaking
proceeding to consider this standard.  The effect on our business of these FCC
actions and other studies and rulemaking that the FCC will undertake cannot be
predicted at this time.

     Internet Content Regulation.  Government regulation of communications and
commerce on the Internet varies greatly from country to country.  The United
States has not adopted many laws and regulations applicable to online
communications and commerce.  However, it is possible that a number of laws and
regulations may be adopted covering issues such as user privacy, freedom of
expression, pricing, content and quality of products and services, taxation,
advertising, gaming, intellectual property rights, enforceability of contracts
and information security.

     Recently, sections of the Communications Decency Act of 1996 (the "CDA")
that proposed criminal penalties for distributing indecent material to minors
over the Internet were held to be unconstitutional.  Other provisions of the CDA
remain in effect, however, and Congress has since passed the Child Online
Protection Act ("COPA") in an effort to remedy the deficiencies the Supreme
Court identified in the CDA.  It is unclear whether COPA will survive
constitutional challenges that have been raised.  However, indecency legislation
and other government efforts to regulate Internet content could subject us or
our customers to potential liability, which in turn could affect our business.
The adoption of any such laws or regulations might also decrease the rate of
growth of Internet use, which in turn could decrease the demand for our services
or increase the cost of doing business or in some other manner have a material
adverse effect on our business, results of operations, and financial condition.
Likewise, the applicability to the Internet of traditional property ownership,
copyright, taxation, libel and obscenity law is uncertain.

     Likewise, the impact of ongoing discussions of privacy issues and the
Internet remains uncertain.  Several states have proposed, and the European
Union has adopted, limitations on the use of personal information gathered
online.  Pursuant to negotiations with the European Union and the United States,
the United States may decide to adopt restrictive laws on the subject of
privacy.  The Federal Trade Commission (the "FTC") has initiated action and
obtained a consent decree against at least one online service provider regarding
the manner in which personal information is collected from users and provided to
third parties.  In 1998, Congress enacted the Child Online Privacy Protection
Act ("COPPA") protecting the privacy of children on the Internet and limiting
the information that can be collected from and disseminated to children over the
Internet without parental consent.  The FTC promulgated broad new rules
implementing COPPA in late 1999.  Changes to existing laws or the passage of new
laws intended to address online privacy and related issues may create
uncertainty in the marketplace or could affect the manner in which we do
business.

     We may also be subject to claims for defamation, negligence, copyright or
trademark infringement (including contributory infringement) based upon
information available through our Internet sites, including content created by
third parties.  Although recent federal legislation protects online services
from some claims, the law in this area remains in flux and varies by
jurisdiction.  It is not possible to develop a business plan that can
definitively protect us against liability for our Internet content, including
content on our sites that we have not written or created.  This uncertainty is
likely to prevail for some time, as the laws continue to develop.


                                        9
<PAGE>
FORWARD-LOOKING STATEMENTS

     Statements in this Form 10-KSB Annual Report may be "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995.  Forward-looking statements include, but are not limited to, statements
that express our intentions, beliefs, expectations, strategies, predictions or
any other statements relating to our future activities or other future events or
conditions.  These statements are based on current expectations, estimates and
projections about our business based, in part, on assumptions made by our
management.  These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may, and probably will, differ materially
from what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those described above and those risks discussed from
time to time in this Form 10-KSB Annual Report, including the risks described
under "Risk Factors" and "Management's Discussion and Analysis or Plan of
Operation" and in other documents which we file with the Securities and Exchange
Commission.

     In addition, such statements could be affected by risks and uncertainties
related to our financial condition, factors that affect the internet and
software industries, market and customer acceptance, competition, future
government regulations and requirements and pricing, as well as general industry
and market conditions and growth rates, and general economic conditions.  Any
forward-looking statements speak only as of the date on which they are made, and
we do not undertake any obligation to update any forward-looking statement to
reflect events or circumstances after the date of this Form 10-KSB Annual
Report.

RISK  FACTORS

BECAUSE OF OUR FINANCIAL CONDITION, WE MAY HAVE DIFFICULTY GENERATING BUSINESS
IN A HIGHLY COMPETITIVE INDUSTRY

     The convergence of satellite-based position location technologies with the
widespread availability and use of wireless data communications is creating
opportunities for a variety of new products and services. Currently there are a
number of products offering vehicle position location and tracking capabilities,
but they are limited by the high cost of the individual vehicle Mobile Locator
Unit and by the relatively high-cost of transmitting data over these types of
low data-rate networks.  However, the new data communications network that is
emerging in the United States offers coverage for the major metropolitan areas
and allows for the affordable transmission of large amounts of data.  The
competition is quickly emerging, their objective being to present their products
to their niche market early on, so they can win market share in what will
ultimately be a highly competitive market.

     As the wireless communications industry drives the integration of highly
sensitive GPS modules with GPRS data communications elements, the ability to
inexpensively monitor the locations of vehicles, people and mobile assets will
allow for a host of new Location Based Service offerings to the business and
consumer markets. The company that has developed the infrastructure to provide
these services and has name-recognition in the marketplace will be positioned to
profit from these important new business opportunities.  Our weak financial
position and reliance on factors for financing our cash flow requirements
creates an obstacle to building this infrastructure, establishing
name-recognition, and securing market share.

WE ARE DEPENDENT UPON OUR MANAGEMENT

     Our business is dependent upon our senior executive officers, principally,
M. Dewey Bain, our president and Sharon Cooper, our head of operations.
Although we have an employment agreement with Mr. Bain and with Ms. Cooper, the
agreements do not guarantee continued employment with us.  Our business may be
adversely affected if any of our key officers left our employ.

WE ARE DEPENDENT UPON STRATEGIC ALLIANCES WITH OUTSOURCE PROVIDERS

We are dependent upon strategic alliances with outsource providers who provide
Service Delivery, Customer Service, and Technical Support services to our
customers.  This prevents us from having complete control over our operational
costs and impedes our ability to manage these areas of our business.


                                       10
<PAGE>
WE INCURRED LOSSES DURING EACH OF THE PAST THREE YEARS, AND OUR LOSSES ARE
CONTINUING

     We sustained a loss of $2,603,465, or $0.6004 per share (basic and diluted)
for 2001, $6,021,946, or $0.5924 per share (basic and diluted) for 2002, and
$552,482, or $0.0102 per share (basic and diluted) for 2003. We cannot assure
you that we will be able to generate profits in the future. Our failure to
generate profits could affect our ability to continue our operations.

THE POSSIBLE IMPACT ON TAKEOVER ATTEMPTS COULD ADVERSELY AFFECT THE PRICE OF OUR
COMMON STOCK

     The rights of the holders of our common stock may be impaired by the
potential issuance of preferred stock.  Our certificate of incorporation gives
our board of directors the right to create series of preferred stock.  As a
result, the board of directors may, without stockholder approval, issue
preferred stock with voting, dividend, conversion, liquidation or other rights,
which could adversely affect the voting power and equity interest of the holders
of our common stock.  The preferred stock, which could be issued with the right
to more than one vote per share, could be utilized as a method of discouraging,
delaying or preventing a change of control.  The possible impact on takeover
attempts could adversely affect the price of our common stock.

OUR COMMON STOCK IS SUBJECT TO THE SEC'S PENNY-STOCK RULES

     Our common stock is subject to the SEC's penny-stock rules, which impose
additional sales practice requirements on broker-dealers which sell our stock to
persons other than established customers and institutional accredited investors.
These rules may affect the ability of broker-dealers to sell our common stock
and may affect the ability of our stockholders to sell any common stock they may
own.

INDUSTRY RISK

COMPETITION; THE COMPETITIVE LANDSCAPE CHANGES CONSTANTLY.

     We operate in a very competitive business environment involving the
telecommunications industry.  Competition in telecommunications may affect our
ability to increase our customer base and generate revenues.  The barriers to
entry in the markets in which we operate, direct broadcasting satellite
television service, and Internet access, are relatively low in that the initial
capital investment required to enter these markets is minimal.  Therefore, there
are a large number of small businesses, many of them local, who resell DBS and
Internet access services to consumers.  These small businesses typically focus
on a single city or relatively limited area.  Although the geographic range of
these types of competitors is limited, many of these companies are fiercely
competitive with us in their fees for services and some of these companies have
greater financial resources and longer operating history than we do.

     Our direct broadcast satellite business faces competition from other
current or potential multi-channel programming distributors, including other
direct broadcast satellite operators, direct-to-home distributors, cable
operators, wireless cable operators and Internet which may be able to offer more
competitive packages or pricing than we or EchoStar can provide.  In addition,
the direct broadcast satellite industry is still evolving and recent or future
competitive developments could adversely affect us.

REGULATIONS COULD ADVERSELY AFFECT US.

     As a distributor for direct broadcast satellite service including enhanced
high-speed satellite based Internet access, we are not directly subject to rate
regulation or certification requirements by the Federal Communications
Commission ("FCC") or state public utility commissions because we are not
engaged in the provision of common carrier services.  However, the
communications service providers for whom we act as a sales agent are subject to
varying degrees of federal, state and local regulation.  Many aspects of
regulation at the federal, state and local levels currently are subject to
judicial review or are the subject of administrative or legislative proposals to
modify, repeal, or adopt new laws and administrative regulations and policies,
the results of which we are unable to predict.  The United States Congress and
the FCC have in the past, and may in the future, adopt new laws, regulations and


                                       11
<PAGE>
policies regarding a wide variety of matters, including rulemaking to implement
provisions of the Telecommunications Act of 1996, that could, directly or
indirectly, affect the operation of our business.  Our business prospects could
be materially adversely effected by:

-    The application of current FCC rules or policies in a manner leading to a
     change in the regulatory status of our satellite television and
     telecommunications operations,

-    The adoption of new laws, policies or regulations,

-    Changes in existing laws, policies or regulations, including changes to
     their interpretations or applications, that modify the present regulatory
     environment, or

-    The failure of certain rules or policies to change in the manner
     anticipated by us.

RAPID TECHNOLOGICAL CHANGE, RISKS ASSOCIATED WITH NEW PRODUCTS AND SERVICES.

     The industry in which we operate is characterized by rapidly changing
technology.  We are required to continually improve our products and services in
order to meet the growing demand by our customers for new features and
capabilities.  Our future success will partly depend upon our ability to
introduce new telecommunication products and services and to add new features
and enhancements to our products and services that keep pace with technological
and market developments.  The development of new products and services and the
enhancement of existing services and products entail significant technical risks
as well as costs.  There can be no assurance that we will be successful in

-    Maintaining and improving our customer base, computer systems and web site;

-    Effectively identifying and using new technologies in the DBS business;

-    Adapting our products and services to emerging industry standards; or

-    Developing, introducing and marketing products and service enhancements or
     new products and services including our plan for new GPS tracking products.

     Furthermore there can be no assurance that we will not experience
difficulties that could delay or prevent the successful development,
introduction or marketing of these products and services, or that our new
product and service enhancements will adequately meet the requirements of the
marketplace and achieve market acceptance.  If we are unable, for technical or
other reasons, to develop our DBS resale and Internet access business activities
and introduce new products and services or the enhancement of our existing
products and services in a timely manner in response to changing market
conditions or customer requirements, or if potential new products and services
do not achieve market acceptance, our business, results of operations or
financial condition could be materially and adversely affected.

COMPETITION IN THE DIRECT BROADCASTING SATELLITE MARKET IS INTENSE AND GROWING;
WE MAY BE UNABLE TO COMPETE EFFECTIVELY.

     The DBS market is highly competitive, and we expect competition to
intensify in the future.  DBS television systems face competition from several
sources, such as traditional hard-wire cable companies, wireless cable, and
other alternative methods of distributing and receiving television
transmissions.  In areas where terrestrial air broadcast signals can be received
without cable television, cable television systems have also experienced
competition from the availability of broadcast signals generally and have found
market penetration more difficult.  We do not have significant market share in
any of our markets.  Our competitors in each of our existing and future markets
have greater financial, technical, marketing and other resources, including
brand or corporate name recognition, than we do.  In addition, a continuing
trend towards business combinations and alliances in this industry may create
significant new competitors for us.  Many of these combined entities will have
resources far greater than ours.  These combined entities may provide bundled
packages of communications video programming or cable


                                       12
<PAGE>
services, including local, long distance and digital subscriber line services
that compete directly with the services we now offer or may offer in the future.
These entities may also offer services sooner and at more competitive rates than
we do. No assurance can be given that we will compete successfully with
hard-wire cable and other pay television systems, or other companies engaged in
providing services provided by us.

REGULATION AND PRIVACY ISSUES IN THE INTERNET ACCESS MARKET.

     The Internet access market is relatively new and rapidly changing, and
federal and state regulation relating to the Internet and online services is
evolving.  We are aware of certain industry requests of the Federal
Communications Commission to review the impact of Internet usage on U.S.
telecommunications service providers, in particular, the generally lower cost
structure for data transmission versus voice transmission.  FCC regulatory
review and rulemaking could result in new regulation of the Internet and online
industry changes in current rules governing telecommunications or both.  In
turn, this could result in increased telecommunications costs for the Internet
and online industry.  These or other regulatory initiatives could have a
material adverse effect on our Internet Access business, results of operation or
financial condition, especially our efforts to build a significant Internet
customer base.

     There has been a growing concern about privacy and the collection,
distribution and use of information about individuals and businesses, and we may
be subject to various federal and state regulations concerning such activities.
Although our compliance with such federal and state regulations has not had a
material adverse effect on us, no assurance can be given that additional federal
or state laws or regulations (including antitrust and consumer privacy laws)
will not be enacted or applied to us or certain of our customers, in particular,
users of e-commerce and online services.  Any such guidelines, laws or
regulations could adversely affect our ability to use customer information, or
could otherwise have a material adverse effect on our Internet Access business,
results of operations or financial condition.  We have adopted policies to
address certain privacy concerns, including restricting access to our database,
limiting the type of information that we provide to third parties, requiring
each employee to sign a nondisclosure and confidentiality agreement, and
implementing data security systems on our computers and server.  However, there
can be no assurance that such policies and arrangements will be effective, and
to the extent that they are not effective, our Internet access business, results
of operations or financial condition could be materially and adversely affected.

COMPANY RISK

LIMITED DOCUMENTATION OF PAST CORPORATE ACTIONS.

     During the period from our inception until mid-year 2001, as a private
non-reporting company, we did not necessarily have in place proper internal
corporate control procedures or mechanisms and those internal corporate control
procedures which were in place may not have been complete.  Our corporate
actions may not have been properly and adequately documented in all material
respects.  As a result, we may be unaware of corporate acts which may have a
material adverse effect on our business, financial condition or results of
operations.  It is our intention to take any remedial action that may be
necessary to keep and maintain proper corporate records.  Additionally, we have
made a written request to our former secretary to provide copies of all records
in her possession or control related to us.

LIMITED OPERATING HISTORY.

     We have a limited operating history from which you can evaluate our
business and prospects.  Since our incorporation in May 1999 until December 31,
2003, we have incurred operating losses of $9,850,519 and we cannot assure you
that we will be profitable in the future.  You must evaluate our business
prospects in light of the uncertainties encountered by companies in the early
stages of development.  Some of the uncertainties we face include uncertainties
about our ability to:

-    Increase the efficiency and function of our products and services;

-    Respond effectively to the increasingly competitive environment;


                                       13
<PAGE>
-    Respond effectively to our increasing portfolio of customers; and

-    Develop appropriate strategic alliances with our agents.

FAILURE TO IMPLEMENT BUSINESS STRATEGY.

     Failure to implement our business strategy could adversely affect our
operations, our financial position and our results of operations and possibly
our ability to generate sufficient cash to pay current and long-term
liabilities.  Our ability to execute our business strategy depends on our
ability to:

-    Manage our indebtedness and raise sufficient capital to pursue our business
     plan;

-    Expand our market share;

-    Identify and target new markets for our products and services;

-    Increase our product availability;

-    Automate our operations;

-    Advertise in an effective yet cost efficient manner;

-    Retain our key employees; and

-    Manage growth successfully.

THE EFFECTS OF NEW FEDERAL SATELLITE TELEVISION LEGISLATION ON OUR BUSINESS IS
UNCLEAR.

     On November 29, 1999, the President signed the Satellite Home Viewer
Improvement Act of 1999.  The Act contains provisions that will be phased in
over time.  In addition, the FCC and other federal agencies have undertaken
rulemaking and studies in connection with this legislation.  Therefore, we
cannot predict the effect of this new law on our business at this time.  The Act
resolves many of the issues involved in years of litigation between the networks
and the direct broadcast satellite industry regarding retransmission of network
programming to direct broadcast satellite subscribers.  Generally, it also
preserves the industry's right to retransmit distant network programming to
subscribers in "unserved" areas.  It also extends through December 31, 2004 the
statutory right, for a copyright royalty fee, of the industry to retransmit
independent programming -so-called superstations - to subscribers as "distant"
signals.  Further, satellite carriers will be required to deliver signals only
to households that cannot clearly receive over-the-air network signals with a
rooftop antenna.  Among other things, the Act directs the FCC to take actions to
prescribe the picture quality standard that the FCC uses to predict what
households do not receive a strong enough network broadcast signal over-the-air
and therefore are eligible to receive distant network signals.  The FCC has
initiated a rulemaking proceeding to consider this standard.  The effect on our
business of these FCC actions and other studies and rulemaking that the FCC will
undertake cannot be predicted at this time.

PROGRAMMING COSTS MAY INCREASE, WHICH COULD ADVERSELY AFFECT OUR DIRECT
BROADCAST SATELLITE BUSINESS.

     Programmers could increase the rates that EchoStar pays for programming.
As a result, our costs would increase.  This could cause us to increase our
rates and lose either customers or revenues.  The law requires programming
suppliers that are affiliated with cable companies to provide programming to all
multi-channel distributors - including EchoStar - on nondiscriminatory terms.
These programmers could increase EchoStar's rates, and therefore ours.  If we
increase our rates, we may lose customers.  If we do not increase our rates, our
costs, revenues and financial performance could be adversely affected.


                                       14
<PAGE>
WE MAY LOSE OUR ECHOSTAR RIGHTS AFTER THE INITIAL TERM OF OUR AGREEMENTS.

     We may or may not be able to continue in the EchoStar business after the
current EchoStar satellites are replaced.  If we can continue, we cannot predict
what it will cost us to do so.  Our revenues and financial performance would be
adversely affected if we are not able to continue in the EchoStar business for
the reasons described above.

SATELLITE AND DIRECT BROADCAST SATELLITE TECHNOLOGY COULD FAIL OR BE IMPAIRED.

     If any of the EchoStar satellites are damaged or stop working partially or
completely for any of a number of reasons, EchoStar customers would lose
programming.  We would in turn likely lose customers, which could materially and
adversely affect our operations, financial performance and the trading price of
our common stock.  Direct broadcast satellite technology is highly complex and
is still evolving.  As with any high-tech product or system, it might not
function as expected.

WE DEPEND SIGNIFICANTLY ON OUR STRATEGIC RELATIONSHIPS WITH ECHOSTAR.

     Under our agreements with EchoStar, we may not maintain DBS distribution
systems or market direct-to-home satellite broadcast services for others in the
US or Canada.  Consequently, we are totally dependent on EchoStar as our sole
supplier of DBS units.  Events which we cannot control at EchoStar, as our DBS
unit provider, could adversely affect us.  Moreover, the satellite
communications and programming industry is regulated and regulations may be
enacted that could have an adverse effect on our DBS providers.  We also depend
on our agreement with StarBand to provide satellite based Internet access.
Termination of our distribution contracts would have a material adverse effect
on us.  In addition, we are relying on these third parties.  If our distribution
agreements with EchoStar and other third parties are not successful, we may be
unable to successfully maintain and further develop a market for our products
and services.  We have entered into an agreement with EchoStar to distribute
their DBS service.  We have no minimum volume commitments from EchoStar.
EchoStar may be subject to delays and unforeseen problems such as shortages of
critical components and other supply problems, manufacturing defects and cost
overruns.  Moreover, EchoStar and any other manufacturer may require substantial
lead times to manufacture anticipated quantities of the satellite units we and
other distributors resell.  EchoStar may have very little time to remedy
unforeseen delays or problems that may arise.  Such delays and other problems
could impair our sales and marketing and make it difficult for us to attract and
retain subscribers.  In addition, any discontinuation or disruption of our
relationship with EchoStar would require us to identify and contract with
alternative sources of DBS service.  We previously terminated our business
relationship with DirecTV, which at present is the only other DBS operator and
therefore we may be unable to continue our DBS business.

DIRECT BROADCAST SATELLITE EQUIPMENT SHORTAGES COULD ADVERSELY AFFECT OUR DIRECT
BROADCAST BUSINESS.

     There have been periodic shortages of direct broadcast satellite equipment
and there may be such shortages in the future.  During such periods, we may be
unable to accept new subscribers and, as a result, potential revenue could be
lost.  If we are unable to obtain direct broadcast satellite equipment in the
future, or if we cannot obtain such equipment on favorable terms, our subscriber
base and revenues could be adversely affected.

DIRECT BROADCAST SATELLITE SERVICES FACE COMPETITION FROM CABLE OPERATORS.

     One of the competitive advantages of direct broadcast satellite systems is
their ability to provide customers with more channels and better-quality digital
signal than traditional analog cable television systems.  Many cable television
operators are making significant investments to upgrade their systems from
analog to digital.  This upgrade will significantly increase the number of
channels that cable television operators can provide to their customers and the
quality of the transmission.  In addition, many cable television operators are
upgrading their systems to provide their customers with high-speed Internet
access.  These upgrades could make cable television a more attractive
alternative for consumers, which could have an adverse effect on our direct
broadcast satellite business.


                                       15
<PAGE>
WE COULD LOSE MONEY BECAUSE OF SIGNAL THEFT.

     If signal theft becomes widespread, our revenues would suffer.  Signal
theft has long been a problem in the cable and direct broadcast satellite
industries.  EchoStar uses encryption technology to prevent people from
receiving programming without paying for it.  The technology is not foolproof
and there have been published reports that it has been compromised.

LACK OF PROFITABILITY.

     We may not achieve profitability in the near term, if at all.  During the
year ended December 31, 2003, we incurred an operating loss of $552,482.
Since our inception, we have incurred operating losses and have had negative
operating cash flows each fiscal year.
In addition,
our financial condition may be materially adversely affected as a result of
aggregated liabilities as a result of the issuance of the notes and other debt
obligations.  We may be dependent upon the willingness of third parties
including private investors and vendors to accept our shares or our other debt
or equity securities in order to fund our operating expenses.

LIQUIDITY AND FINANCING REQUIREMENTS; GOING CONCERN RISK.

     In order to continue to pursue our business strategy and growth plans, we
may require significant amounts of capital.  Currently, we do not have any
arrangements to finance future growth and capital expenditures.  We cannot
assure you that financing will be available at all or on terms acceptable to us.
In addition, we plan to finance the repayment of our debt and any negative cash
flow from operations through the issuance of our shares and our other debt and
equity securities.  We cannot predict the impact of such issuance on our
liquidity and financial condition.  Our inability to raise capital and meet our
financing requirements at terms acceptable to us would have a material adverse
effect on our business, financial condition and future prospects.  As described
by our independent auditors in our financial statements, there is substantial
doubt as to our ability to continue as a going concern.  Our management believes
that its ongoing efforts to increase revenue and raise additional capital
through the sale of equity securities and debt instruments will provide
additional cash flows.  However, there is no assurance that we will be able to
obtain additional funding.  The financial statements do not include any
adjustments that might be necessary if we are unable to continue as a going
concern.

ABILITY TO RETAIN KEY PERSONNEL.

     Our success is largely dependent upon our ability to retain our key
personnel including our President, M. Dewey Bain.  We do not have "key man" life
insurance for Mr. Bain.  The loss of the service of Mr. Bain or one or more of
our key personnel could have a material adverse effect on our business.  We have
not entered into employment agreements or non-compete agreements with any of our
key personnel.  Such employees may terminate their employment with us at any
time.  If one or more of our key employees resign to join a competitor or to
form a competing company, the loss of such personnel and any resulting loss of
existing or potential customers to any such competitor could have a material
adverse effect on our business, financial condition and results of operations.
If we lose any such personnel, we cannot assure you that we would be able to
prevent the unauthorized disclosure or use of our technical knowledge, practices
or procedures by such personnel.

RISK OF SYSTEM DISRUPTION.

     Our information and computer systems including our Internet server could be
vulnerable to, among other factors, disruptions caused by system failures, power
losses, communication problems or natural disasters.  In addition, our services
may be vulnerable to break-ins and similar disruptive problems.  Further,
weaknesses in communications media, such as the Internet, may compromise the
security of confidential electronic information exchanged with other businesses.
Disruptions of service or security breaches could cause losses to us reduce
customer satisfaction in our products and services or otherwise have a material
adverse effect on our business, results of operations or financial condition.
To date, we have not experienced material disruptions of services or security
breaches.  However, there can be no assurance that such problems will not occur
in the future.


                                       16
<PAGE>
OUR FUTURE PROFITABILITY MAY BE DEPENDENT ON THE INTRODUCTION AND ACCEPTANCE OF
OUR BROADBAND AND RELATED SERVICES.

     A portion of our revenue is dependent on satellite based Internet access
and other Internet services.  Demand and market acceptance for these recently
introduced services and products over the Internet are subject to a high level
of uncertainty.  Critical issues concerning the use of the Internet, such as
ease of access, security, reliability, cost and quality of service, remain
unresolved and may affect the growth of Internet use or the attractiveness of
conducting commerce online.  In addition, the Internet and online services may
not be accepted as a viable marketplace for a number of reasons, including
potentially inadequate development of the necessary network infrastructure or
delayed development of enabling technologies and performance improvements.  To
the extent that the Internet and online services continue to experience
significant growth, there can be no assurance that the infrastructure of the
Internet and online services will prove adequate to support increased user
demands.  In addition, the Internet or online services could lose their
viability due to delays 'in the development or adoption of new standards and
protocols required to handle 'increased levels of Internet or online service
activity.  Changes in or insufficient availability of telecommunications
services to support the Internet or online services also could result in slower
response times and adversely affect usage of the Internet and online services
generally and us in particular.  If use of the Internet and online services does
not continue to grow or grows more slowly than expected, if the infrastructure
for the Internet and online services does not effectively support growth that
may occur, or if the Internet and online services do not become a viable
commercial marketplace, we would be materially adversely affected.

PENDING OR THREATENED LEGAL PROCEEDINGS.

     During the last quarter of fiscal 2002, we received a subpoena by the
Office of the Secretary of State, State of Georgia, Assistant Commissioner of
Securities, relating to an investigation being conducted under the Georgia
Security Act of 1973. The investigation relates to the offer or sale of
investment opportunities or our securities in or from Georgia and related
matters by our former chairman/chief executive officer or other persons. We
responded to the subpoena prior to the end of 2002. The matter is ongoing and we
intend to use reasonable efforts to resolve the matter. This matter was resolved
during the third quarter of 2003 at no cost to us.

Risks Relating to Our Stock

Absence of dividends.

     We have never declared or paid cash dividends on our shares and we do not
anticipate paying any cash dividends in the foreseeable future on any of our
capital stock.

Our projections are based on assumptions that may change and therefore are not
necessarily indicative of future performance.

     Any projections included herein are based upon a number of assumptions and
estimates, which are inherently subject to significant uncertainties and
contingencies, many of which are beyond our control, and reflect future business
decisions, which are subject to change.  Some of these assumptions inevitably
will not materialize, and unanticipated events will occur which will affect our
results.  Consequently, actual results will vary from the projections and these
variations may be material.  Prospective investors are cautioned not to place
reliance on projections.  We do not intend to update or otherwise revise any
projections to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.  The projections were not
prepared with a view toward compliance with published guidelines of the American
Institute of Certified Public accountants or generally accepted accounting
principles and have not been examined, reviewed or compiled by independent
auditors.


                                       17
<PAGE>
Significant fluctuations in quarterly operating results.

     We may experience significant fluctuations in future quarterly operating
results from a number of factors, including:

-    The timing and nature of expansion efforts in both new and existing
     markets;

-    The introduction of new products or services and the market response to
     those introductions;

-    The timing and nature of sales transactions for online services and other
     products and services;

-    Relationships with our customers;

-    Seasonal trends;

-    Changes in pricing policies or service offerings;

-    Changes in the level of marketing and other operating expenses to support
     future growth;

-    Competitive factors; and

-    General economic conditions.

     Consequently, quarterly revenues and operating results may fluctuate
significantly, and we believe that period-to-period comparisons of results will
not necessarily be meaningful and should not be relied upon as an indication of
future performance.

Acquisition strategy.

     Partly in response to changes in the resale telecommunication industry
discussed above, we may pursue a strategy of growth through acquisitions in the
telecommunication markets we conduct business, both within our existing Georgia
and Southeastern US market and beyond.  We intend to pursue strategic
acquisition opportunities in both our existing and new geographic markets.  In
pursuing an acquisition strategy, we face risks commonly encountered with growth
through acquisitions, including completed acquisitions.  These risks include,
but are not limited to, incurring significantly higher than anticipated capital
expenditures and operating expenses, failing to assimilate the operations and
personnel of acquired businesses, failing to install and integrate all necessary
systems and controls, loss of customers because of declines in quality of
service, entering markets in which we have no or only limited experience,
disrupting our ongoing business and straining our management resources.
Realization of the anticipated benefits of a strategic acquisition may take
several years or may not occur at all.  Our acquisition strategy may place a
significant strain on our management, operational, financial and other
resources.  The success of the our acquisition strategy will depend on many
factors, including our ability to

-    Identify suitable acquisition opportunities;

-    Successfully negotiate acquisitions at valuations that will provide
     satisfactory returns on invested capital;

-    Successfully integrate acquired operations quickly and effectively in order
     to realize operating synergies; and

-    Obtain necessary financing and/or utilize our securities, if necessary, on
     satisfactory terms.

     There can be no assurance that we will be able to successfully execute and
manage our acquisition strategy, and any failure to do so could have a material
adverse effect on our business, financial condition and results of operations.


                                       18
<PAGE>
Developing market, future reliance on the internet.

     The telecommunication industry and in particularly the Internet access
market is rapidly evolving.  As is typical for new and rapidly evolving
industries, demand and market acceptance for recently introduced products and
services offered are subject to a high level of uncertainty.  Our success will
also depend on the willingness of consumers to increase their use of online
services.  The Internet has experienced, and is expected to continue to
experience, substantial growth in the number of users and amount of traffic,
resulting in some cases in substantial delays for users.  The Internet could
lose its viability due to delays in the development or adoption of new standards
and protocols to handle increased levels of Internet activity, or due to
increased governmental regulation.  There can be no assurance that the
infrastructure (e.g., reliable network backbone) or complementary services
(e.g., secure transaction processing) necessary to make the Internet a viable
commercial marketplace will develop, or, if developed, that the Internet will
become a viable commercial marketplace.  If the necessary infrastructure or
complementary services are not developed, or if the Internet does not become a
viable commercial marketplace, our business and our results of operations or
financial condition could be materially and adversely affected.

Need for additional capital.

     We may need to procure additional financing from time-to-time, the amount
and timing of which will depend on a number of factors including the pace of our
acquisition strategy, expansion of our markets and customer base, the nature of
the services offered, future introduction of new products and services, new
sales and marketing efforts and the cash flow generated by our operations.  We
cannot predict the extent to which it will require additional financing and we
cannot predict the acceptance of our securities in the market.  There can be no
assurance regarding the availability or terms of additional financing, whether
debt or equity, we may be able to procure over time.  Any future debt financing
or the authorization and issuance of preferred stock by us would be senior to
the rights of the holders of our presently issued and outstanding shares, and
any future issuance of our additional shares would result in the dilution of the
then existing shareholders' proportionate equity interests and could adversely
effect the market, if any, in our shares.

Our shares will be concentrated among management. Our president owns 21.54
percent of our outstanding shares and our officers and directors own 26.21
percent of our outstanding shares.

Shares eligible for future sale.

     As a reporting company under the Exchange Act, sales of a substantial
number of unregistered shares in the public market after certain holding periods
could adversely affect the market price of our shares.  Upon the expiration of
such holding periods, pursuant to Rule 144 under the Securities Act of 1933,
such holders of restricted shares may sell such shares without registration,
subject to certain limitations, including limitations on volume of sales, and
the requirement to file Form 144 under the Act, and subject to us remaining
current in our reporting obligations under the Exchange Act.  After a two-year
holding period, persons who are not "affiliates" as that term is defined under
the Securities Act, may sell restricted our shares without regard to the volume
limitations or filing requirements of Rule 144 and without the requirement that
we are be current under the Exchange Act .  If holders of restricted shares sell
or otherwise dispose of a substantial number of our shares in the public market,
the market price for our shares could be adversely affected.

Issuance of future shares may dilutive investors share value.

     Our certificate of incorporation, as amended authorizes a total of
800,000,000 shares. We anticipate that we will authorize additional shares,
which may be issued from time to time. The future issuance of all or part of our
remaining authorized shares may result in substantial dilution in the percentage
of our shares held by our then existing shareholders. Moreover, while we
anticipate that a trading market will commence in our shares, the issuance of
additional shares in the future may impact the trading price in our shares. We
also may issue restricted


                                       19
<PAGE>
shares for future services or acquisitions or other corporate actions may have
the effect of diluting the value of the shares held by investors, and might have
an adverse effect on any trading market, should a trading market develop and be
sustained in our shares.

IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM THE OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO
SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN
THE SECONDARY MARKET.

     Companies trading on the OTC Bulletin Board, such as we, must be reporting
issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and
must be current in their reports under Section 13, in order to maintain price
quotation privileges on the OTC Bulletin Board.  If we fail to remain current on
our reporting requirements, we could be removed from the OTC Bulletin Board.  As
a result, the market liquidity for our securities could be severely adversely
affected by limiting the ability of broker-dealers to sell our securities and
the ability of stockholders to sell their securities in the secondary market.

OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE
TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

     The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to us,
as any equity security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to certain
exceptions.  Inasmuch as that the current bid and ask price of common stock is
less than $5.00 per share, our shares are classified as "penny stock" under the
rules of the SEC.  For any transaction involving a penny stock, unless exempt,
the rules require:

-    That a broker or dealer approve a person's account for transactions in
     penny stocks; and

-    The broker or dealer receives from the investor a written agreement to the
     transaction, setting forth the identity and quantity of the penny stock to
     be purchased.

     In order to approve a person's account for transactions in penny stocks,
the broker or dealer must:

-    Obtain financial information and investment experience objectives of the
     person; and

-    Make a reasonable determination that the transactions in penny stocks are
     suitable for that person and the person has sufficient knowledge and
     experience in financial matters to be capable of evaluating the risks of
     transactions in penny stocks.

     The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:

-    Sets forth the basis on which the broker or dealer made the suitability
     determination; and

-    That the broker or dealer received a signed, written agreement from the
     investor prior to the transaction.

     Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules.  This may make it more difficult
for investors to dispose of our common stock and cause a decline in the market
value of our stock.

     Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and `remedies available to an
investor in cases of fraud in penny stock transactions.  Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.


                                       20
<PAGE>
ITEM 2.     DESCRIPTION OF PROPERTY.

     We lease 3,500 square feet of corporate office space at 5040 Roswell Road,
Suite 250, Suite 104, Atlanta Georgia 30342 at a monthly rental of $5,794.  Our
lease expires in February 2004.  In addition to our office space, we currently
lease six retail locations.  The following table set forth is a summary of the
information regarding each of our retail locations:

     During the second quarter of 2003, we moved our offices to premises owned
and controlled by our president. As of the date of this report, the terms for
use of the space had not been agreed upon by both parties. In addition, during
the second quarter, we closed our suburban mall store locations.

ITEM 3.     LEGAL PROCEEDINGS.

     From time to time, we may be involved in litigation that arises in the
normal course of our business operations.  There are various other legal
proceedings against us.  While it is not feasible to predict or determine the
outcome of any of these proceedings, it is our opinion that their outcome will
have no material adverse effect on our financial position.

     During the last quarter of fiscal 2002, we received a subpoena by the
Office of the Secretary of State, State of Georgia, Assistant Commissioner of
Securities, relating to an investigation being conducted under the Georgia
Security Act of 1973.  The investigation relates to the offer or sale of
investment opportunities or securities of PlanetLink in or from Georgia and
related matters by our former chairman/chief executive officer or other persons.
We responded to the subpoena prior to the end of 2002.  The matter is ongoing
and we intend to use reasonable efforts to resolve the matter.  We are unable to
determine or predict the outcome of the matter or the impact, if any, from this
investigation.  If we are unable to resolve the matter with the State of Georgia
and if any further investigation or subsequent proceeding results, there could
be a determination adverse to us that could materially adversely affect us and
our financial condition.  However, at the date of this annual report, we are
unable to predict the outcome of this matter or any impact that it may have upon
us.

     We learned on or about March 13, 2003 that our former chairman and chief
executive officer had been subject to a criminal proceeding not related to our
business or operations.  The former chairman and chief executive officer entered
a guilty plea to possession of fraudulently obtained securities (financial
instruments) in the United States District Court-Northern District of
Georgia/Atlanta Division, U.S. v. Kayodye Aladesuyi.  The former executive
officer/director was sentenced to 11 months imprisonment and ordered to make
restitution of $68,500 to five individuals.  We were not a party to this
proceeding and have not received any claim nor have we been threatened with any
action with respect to this proceeding.  As a result, we do not believe that we
will be materially adversely effected by the legal proceeding or the order or
restitution.  We received the written resignation from Mr. Aladesuyi on March
25, 2003.

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

     None.


                                       21
<PAGE>
                                     PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Our common stock is quoted on the OTC Bulletin Board under the symbol
"PLKC." Our stock was not actively traded until August 2002, and the following
table sets forth, for the fiscal quarters indicated, the high and low sales
prices. These quotations reflect inter-dealer prices, without mark-up, mark-down
or commission, and may not represent actual transactions.

<TABLE>
<CAPTION>
                          CALENDAR YEAR 2002  HIGH      LOW
<S>                                           <C>      <C>
                          First Quarter       $ N/A      N/A
                          Second Quarter      $ N/A      N/A
                          Third Quarter       $3.50    $1.25
                          Fourth Quarter      $2.25    $0.51

                          CALENDAR YEAR 2003  HIGH     LOW
                          First Quarter       $1.00    $0.10
                          Second Quarter      $0.120   $0.006
                          Third Quarter       $0.074   $0.008
                          Fourth Quarter      $0.030   $0.010

                          CALENDAR YEAR 2004  HIGH     LOW
                          First Quarter       $0.1039  $0.014
</TABLE>

     We currently have 117,458,108 shares of our common stock outstanding. Our
shares of common stock are held by approximately 83 stockholders of record. The
number of record holders was determined from the records of our transfer agent
and does not include beneficial owners of common stock whose shares are held in
the names of various security brokers, dealers, and registered clearing
agencies.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     None.

RECENT SALES OF UNREGISTERED SECURITIES

     None.

SECTION 15(G) OF THE EXCHANGE ACT

     The shares of our common stock are covered by Section 15(g) of the Exchange
Act, and Rules 15g-1 through 15g-6 promulgated thereunder, which impose
additional sales practice requirements on broker-dealers who sell our securities
to persons other than established customers and accredited investors.

     Rule 15g-2 declares unlawful any broker-dealer transactions in "penny
stocks" unless the broker-dealer has first provided to the customer a
standardized disclosure document.

     Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a
"penny stock" transaction unless the broker-dealer first discloses and
subsequently confirms to the customer the current quotation prices or similar
market information concerning the penny stock in question.

     Rule 15g-4 prohibits broker-dealers from completing "penny stock"
transactions for a customer unless the broker-dealer first discloses to the
customer the amount of compensation or other remuneration received as a result
of the penny stock transaction.


                                       22
<PAGE>
     Rule 15g-5 requires that a broker-dealer executing a "penny stock"
transaction, other than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales person's
compensation.

     Our common stock may be subject to the foregoing rules.  The application of
the "penny stock" rules may affect our stockholders' ability to sell their
shares because some broker-dealers may not be willing to make a market in our
common stock because of the burdens imposed upon them by the "penny stock"
rules.

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     Statements included in this Management' Discussion and Analysis or Plan of
Operation, and in future filings by us with the Securities and Exchange
Commission, in our press releases and in oral statements made with the approval
of an authorized executive officer which are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical earnings and those presently anticipated or projected.  We wish
to caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made.  The following important
factors, among others, in some cases have affected and in the future could
affect our actual results and could cause our actual financial performance to
differ materially from that expressed in any forward-looking statement: (i) the
extremely competitive conditions that currently exist in the market for "blank
check" companies similar to us, and (ii) lack of resources to maintain our good
standing status and requisite filings with the Securities and Exchange
Commission.  The foregoing list should not be construed as exhaustive and we
disclaim any obligation subsequently to revise any forward-looking statements to
reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.

CRITICAL ACCOUNTING POLICIES

     The preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires us to
make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances.  Future
events, however, may differ markedly from our current expectations and
assumptions.  While there are a number of significant accounting policies
affecting our consolidated financial statements, we believe the following
critical accounting policy involve the most complex, difficult and subjective
estimates and judgments.

STOCK-BASED COMPENSATION

     In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
Compensation - Transition and Disclosure.  This statement amends SFAS No. 123 -
Accounting for Stock-Based Compensation, providing alternative methods of
voluntarily transitioning to the fair market value based method of accounting
for stock based employee compensation.  FAS 148 also requires disclosure of the
method used to account for stock-based employee compensation and the effect of
the method in both the annual and interim financial statements.  The provisions
of this statement related to transition methods are effective for fiscal years
ending after December 15, 2002, while provisions related to disclosure
requirements are effective in financial reports for interim periods beginning
after December 31, 2002.

     We elected to continue to account for stock-based compensation plans using
the intrinsic value-based method of accounting prescribed by APB No. 25,
"Accounting for Stock Issued to Employees," and related interpretations.  Under
the provisions of APB No. 25, compensation expense is measured at the grant date
for the difference between the fair value of the stock and the exercise price.

YEAR 2003 COSTS AND CHANGES IN FINANCIAL CONDITIONS

     As of the date of this annual report, we have not engaged in any business
activities which provide cash flow, and have not recorded any revenues from
operations.


                                       23
<PAGE>
RESULTS OF OPERATIONS

     During the year ended December 31, 2003, we incurred an operating loss of
$552,482 and no revenues.  The loss featured, sales, marketing, general,
administrative and interest expenses.  Our interest cost remains high as it
continues to be advanced operating funds by its principal stockholders.
Interest expense was $94,648 in 2003, interest expense in 2002 was $24,993.

LIQUIDITY AND CAPITAL RESOURCES

     As discussed by our accountants in the audited financial statements
included in Item 7 of this annual report on Form 10-KSB, our revenue is
currently insufficient to cover our costs and expenses.

     We anticipate that our current financing strategy of private debt and
equity offerings will meet its anticipated objectives and business operations
for the next 12 months.  We continue to evaluate opportunities for corporate
development.  Subject to our ability to obtain adequate financing at the
applicable time, we may enter into definitive agreements on one or more of those
opportunities.

     Our independent auditor's report on our December 31, 2003 financial
statements included in this annual report states that our lack of sources of
revenues raise substantial doubts about our ability to continue as a going
concern.

RECENT ACCOUNTING PRONOUNCEMENTS

     The Company adopted SFAS No. 142.  Under the new rules, we 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 us 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 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.

     In April 2002, the FASB issued Statement No. 145, "Rescission of FASB
Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections."  This Statement rescinds FASB Statement No. 4, "Reporting Gains
and Losses from Extinguishment of Debt", and an amendment of that Statement,
FASB Statement No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements" and FASB Statement No. 44, "Accounting for Intangible Assets of
Motor Carriers".  This Statement amends FASB Statement No. 13, "Accounting for
Leases," to eliminate an inconsistency between the required accounting for sale-
leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to


                                       24
<PAGE>
sale- leaseback transactions. We do not expect the adoption to have a material
impact to our financial position or results of operations.

     In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities."  This Statement addresses
financial accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)."  The
provisions of this statement are effective for exit or disposal activities that
are initiated after December 31, 2002, with early application encouraged.  We do
not expect the adoption to have a material impact to our financial position or
results of operations.

     In October 2002, the FASB issued Statement No. 147, "Acquisitions of
Certain Financial Institutions-an amendment of FASB Statements No. 72 and 144
and FASB Interpretation No. 9," which removes acquisitions of financial
institutions from the scope of both Statement 72 and Interpretation 9 and
requires that those transactions be accounted for in accordance with Statements
No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible
Assets.  In addition, this Statement amends SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, to include in its scope long-term
customer-relationship intangible assets of financial institutions such as
depositor- and borrower-relationship intangible assets and credit cardholder
intangible assets.  The requirements relating to acquisitions of financial
institutions are effective for acquisitions for which the date of acquisition is
on or after October 1, 2002.  The provisions related to accounting for the
impairment or disposal of certain long-term customer-relationship intangible
assets are effective on October 1, 2002.  The adoption of this statement did not
have a material impact to our financial position or results of operations as we
have not engaged in either of these activities.

     In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure," which amends FASB Statement
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation.  In addition, this statement
amends the disclosure requirements of Statement 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results.  The transition guidance and annual disclosure
provisions of Statement 148 are effective for fiscal years ending after December
15, 2002, with earlier application permitted in certain circumstances.  The
interim disclosure provisions are effective for financial reports containing
financial statements for interim periods beginning after December 15, 2002.  The
adoption of this statement did not have a material impact on our financial
position or results of operations as we have not elected to change to the fair
value based method of accounting for stock-based employee compensation.

     In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities."  Interpretation 46 changes the criteria by which
one company includes another entity in its consolidated financial statements.
Previously, the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both.  A company that consolidates a variable
interest entity is called the primary beneficiary of that entity.  The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003.  The consolidation
requirements apply to older entities in the first fiscal year or interim period
beginning after June 15, 2003.  Certain of the disclosure requirements apply in
all financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established.  We do not expect the adoption to have
a material impact to our financial position or results of operations.

     In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 149, Amendment of Statement No. 133 on Derivative Instruments and
Hedging Activities.  SFAS 149 amends SFAS No. 133 to provide clarification on
the financial accounting and reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted
for on a comparable basis.  The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003.  The adoption of SFAS 149 did not
have a material impact on our results of operations or financial position.


                                       25
<PAGE>
     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity.  SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with characteristics of both liabilities and equity.  The provisions
of SFAS 150 are effective for financial instruments entered into or modified
after May 31, 2003 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The adoption of SFAS 150 did not have a material impact on our results of
operations or financial position.

OFF-BALANCE SHEET ARRANGEMENTS

     We do not have any off-balance sheet arrangements.

ITEM 7.     FINANCIAL STATEMENTS.

     The financial statements and related notes are included as part of this
annual report as indexed in the appendix on page F-1 through F-15.

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

     None.

ITEM 8A.     CONTROLS AND PROCEDURES.

     Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms.  Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure.

     Evaluation of disclosure and controls and procedures.  As of the end of the
period covered by this annual report, we conducted an evaluation, under the
supervision and with the participation of our chief executive officer and chief
financial officer, of our disclosure controls and procedures (as defined in
Rules 13a-15(e) of the Exchange Act).  Based on this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in annual reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms.

     Changes in internal controls over financial reporting.  There was no change
in our internal controls, which are included within disclosure controls and
procedures, during our most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
controls.

                                    PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     The following table furnishes the information concerning our directors and
officers.

<TABLE>
<CAPTION>
NAME                    AGE                  POSITION                   DIRECTOR SINCE
----------------------  ---  -----------------------------------------  --------------
<S>                     <C>  <C>                                        <C>

M. Dewey Bain            53  President, Director, Treasurer, and Chief            2002
                                         Executive Officer

Harold Jackson, M.D.     42                  Chairman                             2001


                                       26
<PAGE>
Melvin Williams, Ph.D.   50                  Director                             2001

Jonathan Rosser          59                  Director                             2001

Darrell Carver           40                  Director                             2001
</TABLE>

     We may employ additional management personnel, as our board of directors
deems necessary.  PlanetLink has not identified or reached an agreement or
understanding with any other individuals to serve in management positions, but
does not anticipate any problem in employing qualified staff.

     A description of the business experience during the past several years for
each of the directors and executive officers of PlanetLink is set forth below.

     M. Dewey Bain was appointed president in October 2002 and elected to our
board of directors in August 2002.  In March 2003 Mr. Bain also was appointed
Treasurer.  Prior to joining PlanetLink, Mr. Bain was the principal partner of
Independent Trust Administrators.  Mr. Bain was a trial attorney for the Texas
Department of Public Welfare and the City of San Antonio, Texas.  Mr. Bain also
served in the Judge Advocate General's Corps (J.A.G.) of the United States Army
Reserves for 10 years.  Mr. Bain graduated from David Lipscomb College in 1971
with a Bachelor of Arts degree and earned his Juris Doctor degree from the
University of Texas in 1975.  Mr. Bain has not held any position in a reporting
public company during the last five years.

     Harold Jackson, M.D. became chairman of PlanetLink in March 2003.  Dr.
Jackson is a pulmonary and critical care physician.  During the past five years,
he has been a partner with Southeastern Lung Care P. C. in Decatur and Conyers,
Georgia, where he treats patients suffering from asthma, emphysema and other
respiratory ailments.  He has hospital affiliations with Dekalb Medical Center,
Rockdale Hospital, Decatur Hospital, Newton General Hospital and Emory Northlake
Regional Medical Center.  He is an independent speaker for Glaxo and various
other pharmaceutical companies.  In addition to his accomplishments in the
medical field, Dr. Jackson was the first winner of the Arabesque Man Cover Model
Contest.  He was featured on the cover of an Arabesque romance novel and
appeared as a guest on BET's network show, "Oh Drama."  Jezebel Magazine also
chose him as one of the "50 Most Beautiful People in Atlanta."  Dr. Jackson is a
member of the American College of Chest Physicians and is the founder of the
Omicron Chi Chapter of Alpha Phi Alpha Fraternity, based at Wofford College.
Mr. Jackson has not held any position in a reporting public company during the
last five years.

     Melvin Williams, Ph.D. graduated with a B.A. degree in psychology from
Emory University in 1975 and a M.S.W. degree from Atlanta University School of
Social Work in 1979.  In 1987, Dr. Williams received his Ph.D. from Florida
State University.  At present, Dr. Williams serves as the Practice Administrator
and Chief Financial Officer for Greater Atlanta Women's Healthcare Associates, a
private OB/GYN group practice in Atlanta.  Prior to joining Greater Atlanta
Women's Healthcare Associates, Dr. Williams served as practice consultant to
several private medical practices.  He is a faculty member at Clark Atlanta
University.  He has published several professional articles and holds the rank
of Associate Professor at Moore House School of Business.  He is the director of
the Undergraduate Program in Social Work at Clark Atlanta University.  Dr.
Williams has and is currently serving on several professional and community
advisory boards and is a member of numerous professional organizations.  Dr.
Williams has not held any position in a reporting public company during the last
five years.


                                       27
<PAGE>
     Jonathan Rosser has been a Georgia realtor for over 18 years and he has
been an independent entrepreneur for more than 30 years.  He assists numerous
private clients with real estate ventures and investments.  He services the
residential and commercial sectors.  His background and experiences have
primarily been in retail sales and services, where he has served in numerous
capacities.  Early in his career, he was appointed by Governor Busbee to serve
on the Georgia Board of Barbers.  He currently serves as a member of the
National Association of Realtors and the Georgia Association of Mortgage
Brokers.  Mr. Rosser attended Morris Brown College in Atlanta, Georgia.  He
served in numerous consulting capacities as a businessman and consultant.  Mr.
Rosser has not held any position in a reporting public company during the last
five years.

     Darrell Carver graduated with a B.B.A. from Tennessee State University in
1985 and a J.D.  from Howard University School of Law in 1990.  He is currently
a trial attorney with Thomas, Means, Gillis & Seay.  His areas of concentration
are medical malpractice; catastrophic personal injury; nursing home negligence
and abuse; class action and mass tort litigation; and general civil litigation.
In 1998, he formed Darrell T. Carver, P.C., Stone Mountain, Georgia.  His focus
areas were civil and criminal litigation, personal injury, medical malpractice,
and negligence.  He was previously employed as a trial attorney for Sharon W.
Ware & Associates.  He has served as an Assistant District Attorney for Fulton
County, Georgia and an associate attorney with Alston & Bird, LLP.  Mr. Carver
was admitted to the Georgia Bar, the U.S.  Court of Appeals for the Eleventh
Circuit, the United States District Court for the Northern District of Georgia,
the Georgia Supreme Court, and the Georgia Court of Appeals in 1991.  He is
currently a member of the American Trial Lawyers Association, the Georgia Trial
Lawyers Association, the American Bar Association, the National Bar Association,
the DeKalb Bar Association and the DeKalb Lawyers Association.  Mr. Carver has
not held any position in a reporting public company during the last five years.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under Section 16(a) of the Exchange Act, our directors and certain of our
officers, and persons holding more than 10 percent of our common stock are
required to file forms reporting their beneficial ownership of our common stock
and subsequent changes in that ownership with the Securities and Exchange
Commission.  Such persons are also required to furnish us with copies of all
forms so filed.

     Based solely upon a review of copies of such forms filed on Forms 3, 4, and
5, and amendments thereto furnished to us, we believe that during the year ended
December 31, 2003, our executive officers, directors and greater than 10 percent
beneficial owners complied on a timely basis with all Section 16(a) filing
requirements.

COMMITTEES OF THE BOARD OF DIRECTORS

     Compensation Committee.  Our board of directors has created a compensation
committee.  However, no members of the committee have been appointed and the
committee has not been formally organized.  The compensation committee will make
recommendations to the board of directors concerning salaries and compensation
for our executive officers and employees.  We have adopted a charter for the
compensation committee.

     Audit Committee.  Our board of directors has created an audit committee
which is directly responsible for the appointment, compensation, and oversight
of the work of any registered public accounting firm employed by us (including
resolution of disagreements between our management and the auditor regarding
financial disclosure) for


                                       28
<PAGE>
the purpose of preparing or issuing an audit report or related work. The audit
committee will also review and evaluate our internal control functions. However,
no members of the committee have been appointed and the committee has not been
formally organized. We have adopted a charter for the audit committee.

CODE OF ETHICS

     We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions.  The code of ethics is
designed to deter wrongdoing and to promote:

-    Honest and ethical conduct, including the ethical handling of actual or
     apparent conflicts of interest between personal and professional
     relationships;

-    Full, fair, accurate, timely, and understandable disclosure in reports and
     documents that we file with, or submits to, the SEC and in other public
     communications made by us;

-    Compliance with applicable governmental laws, rules and regulations;

-    The prompt internal reporting of violations of the code to an appropriate
     person or persons identified in the code; and

-    Accountability for adherence to the code.

     A copy of our code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions is attached to this annual
report as an exhibit.  We have filed with the SEC a copy of the code of ethics
attached hereto.  We have posted a copy of the code of ethics on our website at
www.plcweb.net.

     We will provide to any person without charge, upon request, a copy of our
code of ethics.  Any such request should be directed to our corporate secretary
at 145 Bookhout Drive, Cumming, Georgia 30041, telephone number (678) 455-7075.

ITEM 10.     EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

     The following table provides certain summary information concerning the
compensation earned by the named executive officers (determined as of the end of
the last fiscal year) for services rendered in all capacities to PlanetLink and
our subsidiaries.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

            ---------------------------------------------------------
                                            ANNUAL COMPENSATION
                                      -------------------------------
                                                        OTHER ANNUAL
            NAME AND PRINCIPAL         SALARY   BONUS   COMPENSATION
                 POSITION       YEAR    ($)      ($)         ($)
            ------------------  ----  --------  ------  -------------
<S>                             <C>   <C>       <C>     <C>

            Harold D. Jackson,  2002       -0-     -0-            -0-
            Chairman            2003    12,000     -0-            -0-


            M. Dewey Bain,      2002   120,000     -0-            -0-
            President           2003   120,000     -0-            -0-


            ---------------------------------------------------------
</TABLE>


                                       29
<PAGE>
     Before December 31, 2003, we had no long-term incentive compensation plan
for our executive officers and employees.  We do not award stock appreciation
rights or long term incentive plan pay-outs.

OPTIONS GRANTED TO EMPLOYEES IN FISCAL 2003

     None.

COMPENSATION OF DIRECTORS

     We pay directors who are not also our employees a fee of $250 per regular
board meeting, $250 per emergency board meeting, $250 per telephonic board
meeting with quorum, $250 per committee meeting, and $250 per stockholders'
meeting. We reimburse all of our directors for expenses incurred in attending
board meetings.

     In the fiscal year ended December 31, 2003, we paid no compensation to our
directors for their services as directors.

EMPLOYMENT AGREEMENTS

     None.

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

     The Company, during 2003, sold 25 million shares of stock to M. Dewey Bain,
President and Treasurer, to reduce the amount of the note owed by the Company to
M. Dewey Bain.

     The following table sets forth, as of March 28, 2004, information
concerning ownership of our securities by:

-    Each person who owns beneficially more than five percent of the outstanding
     shares of our common stock;

-    Each director;

-    Each named executive officer; and

-    All directors and officers as a group.

<TABLE>
<CAPTION>
                                                                 SHARES BENEFICIALLY OWNED (2)
                                                                 -----------------------------
NAME OF BENEFICIAL OWNER (1)                                         NUMBER         PERCENT
---------------------------------------------------------------  --------------  -------------
<S>                                                              <C>             <C>

M. Dewey Bain. . . . . . . . . . . . . . . . . . . . . . . . .       25,301,000           21.5
Harold Jackson . . . . . . . . . . . . . . . . . . . . . . . .        5,371,429           4.57
Melvin Williams. . . . . . . . . . . . . . . . . . . . . . . .          100,000          0.085
Jonathan Rosser. . . . . . . . . . . . . . . . . . . . . . . .           14,000         0.0119
Darrell Carver . . . . . . . . . . . . . . . . . . . . . . . .            8,000         0.0068
All directors and officers as a group (five persons). . . . .        30,794,429          26.22
_______________

*    Less than one percent.
(1)  Unless otherwise indicated, the address for each of these stockholders is
     c/o PlanetLink Communications, Inc., 145 Bookhout Drive, Cumming, Georgia
     30041. Also, unless otherwise indicated, each person named in the table
     above has the sole voting and investment power with respect to our shares
     of common stock which he or she beneficially owns.
(2)  Beneficial ownership is determined in accordance with the rules of the
     Securities and Exchange Commission. As of the date of this annual report,
     there were issued and outstanding 117,458,108 shares of our common stock.
</TABLE>


                                       30
<PAGE>
ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     None.

ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K.

     (a)     Financial Statements

None.

     (b)     Exhibits

<TABLE>
<CAPTION>
EXHIBIT NO.  IDENTIFICATION OF EXHIBIT
-----------  ---------------------------------------------------------------------------------------------------------
<S>          <C>

3.1 *        By-laws (filed as Exhibit 3(i) to the Company's Registration Statement on Form 10-SB/12g,  filed on
             October 12, 2000 and incorporated herein by reference)
3.2 *        Articles of Incorporation (filed as Exhibit 3(ii) to the Company's Registration Statement on Form 10-
             SB/12g,  filed on October 12, 2000 and incorporated herein by reference)
4.1 **       Specimen Stock Certificate (filed as Exhibit 3(ii) to the Company's Registration Statement on Form 10-
             SB/12g,  filed on October 12, 2000 and incorporated herein by reference)
10.1 *       Employee Stock Incentive Plan for the Year 2003 (filed as Exhibit 4.1 to our Form S-8, filed on June 10,
             2003 and incorporated herein by reference)
10.2 *       Employee Stock Incentive Plan for the Year 2003 No. 2 (filed as Exhibit 4.1 to our Form S-8, filed on
             July 8, 2003 and incorporated herein by reference)
10.3 *       Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2003 (filed as Exhibit 4.21 to
             our Form S-8, filed on July 8, 2003 and incorporated herein by reference)
10.4 *       Service Agreement with CR Capital Services, Inc. (filed as Exhibit 10(i) to the Company's Registration
             Statement on Form 10-SB/12g, filed on October 12, 2000 and incorporated herein by reference)
10.5 *       Stock Option Agreement, filed with the predecessor Company's Form 10-KSB for the year ended
             December 31, 2000 and incorporated by reference herewith
10.6 *       Lock-up Agreement (filed as Exhibit 10(ii) to the Company's Registration Statement on Form 10-SB/12g,


                                       31
<PAGE>
             filed on October 12, 2000 and incorporated herein by reference)
31.1 **      Certification of M. Dewey Bain, President and Chief Executive Officer of PlanetLink Communications,
             Inc., pursuant to 18 U.S.C.  Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
31.2 **      Certification of M. Dewey Bain, Chief Financial Officer and Treasurer of PlanetLink Communications,
             Inc., pursuant to 18 U.S.C.  Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
32.1 **      Certification of M. Dewey Bain, President and Chief Executive Officer of PlanetLink Communications,
             Inc., pursuant to 18 U.S.C.  Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
32.2 **      Certification of M. Dewey Bain, Chief Financial Officer and Treasurer of PlanetLink Communications,
             Inc., pursuant to 18 U.S.C.  Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
_______________
*    Previously filed.
**   Filed herewith.
</TABLE>

     (c)     Reports on Form 8-K.

     We filed Form 8-K on July 11, 2003 to report that on July 2, 2003, our
board of directors adopted Articles of Amendment to its Articles of
Incorporation, increasing the total number of shares of stock which we are
authorized to issue to 800,000,000 shares of common stock, with a par value of
$1.00 each, and 100,000,000 shares of preferred stock, with a par value of $1.00
each.  Since shareholder approval was not required, the Articles of Amendment
were adopted by the board of directors and filed with the Secretary of State of
Georgia on July 3, 2003.

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

     The aggregate fees billed by Kahn Boyd Levychin, Certified Public
Accountants for professional services rendered for the audit of our annual
financial statements for fiscal year 2002 and 2003 were $26,860.

     The aggregate fees billed by Kahn Boyd Levychin, Certified Public
Accountant for professional services rendered for the audit of our annual
financial statements for fiscal year 2003 were $19,610.

     The aggregate fees billed by Kahn Boyd Levychin, Certified Public
Accountant for professional services rendered for the audit of our annual
financial statements for fiscal year 2002 were $7,250.

AUDIT-RELATED FEES

     The aggregate fees billed by Kahn Boyd Levychin, Certified Public
Accountant for professional services rendered for the audit of our annual
financial statements for fiscal year 2003 were $0.

     The aggregate fees billed by Kahn Boyd Levychin, Certified Public
Accountant. for professional services rendered for the audit of our annual
financial statements for fiscal year 2002 were $0.

ALL OTHER FEES

     There were no other fees billed by Kahn Boyd Levychin, Certified Public
Accountant for professional services rendered, other than as stated under the
captions Audit Fees, Audit-Related Fees, and Tax Fees.


                                       32
<PAGE>
                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this annual report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                 PLANETLINK COMMUNICATIONS, INC.


Date: August 23, 2004
                                 By  /s/ M. Dewey Bain
                                     --------------------------------------
                                     M. Dewey Bain,
                                     President, Chief Executive Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this annual report has been signed by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

 SIGNATURE                            TITLE                      DATE
---------------------  -----------------------------------  ---------------

  /s/ M. Dewey Bain    President, Director, Treasurer, and  August 23, 2004
---------------------        Chief Executive Officer
M. DEWEY BAIN


  /s/ Harold Jackson                Chairman                August 23, 2004
---------------------
HAROLD JACKSON


  /s/ Melvin Williams               Director                August 23, 2004
---------------------
MELVIN WILLIAMS


  /s/ Jonathan Rosser               Director                August 23, 2004
---------------------
JONATHAN ROSSER


  /s/ Darrell Carver                Director                August 23, 2004
---------------------
DARRELL CARVER


                                       33
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                          AUDITED FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                           DECEMBER 31, 2003 AND 2002


                                      F-1
<PAGE>

                                    CONTENTS
================================================================================

AUDITORS' REPORT                                                            1


FINANCIAL STATEMENTS
   Balance sheets                                                          2-3
   Statements of operations                                                 4
   Statements of changes in stockholders' deficit                          5-6
   Statements of cash flows                                                7-9

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                10-11

NOTES TO THE FINANCIAL STATEMENTS                                         12-20


                                      F-2
<PAGE>

                   ------------------------------------------
                             KAHN BOYD LEVYCHIN, LLP
                   ------------------------------------------
                   CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

                                AUDITORS' REPORT
================================================================================

To the Board of Directors
Planetlink Communications, Inc.
Atlanta, Georgia

We have audited the accompanying balance sheets of Planetlink Communications,
Inc. as of December 31, 2003 and 2002, and the related statements of operations,
changes in stockholders' deficit, and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audits in accordance with generally accepted auditing standards
in the Public Company Accounting Oversight Board (United States of America).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Planetlink Communications, Inc.
as of December 31, 2003 and 2002, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the Unites States of America.

As discussed in Note 14 to the consolidated financial statements, certain errors
were made in the application of accounting principles, resulting in the
understatement of the previously reported net loss for the year ended December
31, 2002 of $4,754,075. In addition, these errors in the application of
accounting principles also resulted in the understatement of both previously
reported accumulated deficit and additional paid-in capital for the year ended
December 31, 2002 of $7,033,987. These errors were discovered by the management
of the Company in its preparation for the issuance of the financial statements
for the year ended December 31, 2003. Accordingly the financial statements for
the years ended December 31, 2003, 2002 and 2001 have been restated to correct
for these errors.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 10 to the
financial statements, the Company has suffered recurring losses from operations,
and is dependent upon the sale of equity securities to provide sufficient
working capital to maintain continuity. These circumstances create substantial
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.


/s/ Kahn Boyd Levychin

Kahn Boyd Levychin,
Certified Public Accountants

May 3, 2004


--------------------------------------------------------------------------------
48 Wall Street, 11th Floor New York, NY 10005                     (212) 843-4100


                                      F-3
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002
================================================================================

                                                    2003               2002
                                                 (AS RESTATED,     (AS RESTATED,
                                                   NOTE 14)          NOTE 14)
--------------------------------------------------------------------------------
                                     ASSETS
CURRENT ASSETS
   Cash                                            $195,020          $     --
   Accounts receivable                                   --            22,071
--------------------------------------------------------------------------------
     TOTAL CURRENT ASSETS                           195,020            22,071
--------------------------------------------------------------------------------
FIXED ASSETS
   Furniture and equipment                           91,176            91,176
--------------------------------------------------------------------------------
                                                     91,176            91,176
   Less: accumulated depreciation                    57,571            26,890
--------------------------------------------------------------------------------
     NET FIXED ASSETS                                33,605            64,286
--------------------------------------------------------------------------------
OTHER ASSETS
   Capitalized software costs                       290,592            75,293
   Security deposits                                     --             6,676
--------------------------------------------------------------------------------
     TOTAL OTHER ASSETS                             290,592            81,969
--------------------------------------------------------------------------------
     TOTAL ASSETS                                  $519,217          $168,326
================================================================================

See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                      F-4
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002
================================================================================

<TABLE>
<CAPTION>
                                                                     2003                  2002
                                                                 (AS RESTATED,        (AS RESTATED,
                                                                    NOTE 14)             NOTE 14)
----------------------------------------------------------------------------------------------------
<S>                                                               <C>                 <C>
                            LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
   Cash overdraft                                                 $        --         $    14,930
   Accounts and accrued expenses payable (Notes 2 and 4)              127,036             276,321
   Payroll taxes payable (Note 4)                                     274,672             235,234
   Discontinued line of credit payable (Note 1)                        24,000              49,579
   Officer's loan payable (Note 2)                                    570,476           1,037,796
----------------------------------------------------------------------------------------------------
     TOTAL CURRENT LIABILITIES                                        996,184           1,613,860
----------------------------------------------------------------------------------------------------
NON-CURRENT LIABILITIES
   Discontinued line of credit payable (Note 1)                        26,000
----------------------------------------------------------------------------------------------------
     TOTAL NON-CURRENT LIABILITIES                                     26,000
----------------------------------------------------------------------------------------------------
     TOTAL LIABILITIES                                              1,022,184           1,613,860
----------------------------------------------------------------------------------------------------
STOCKHOLDERS' DEFICIT
   Common stock (800,000,000 shares $.001 par value
      authorized, 117,458,108 and 11,427,643 shares issued
      and outstanding respectively)                                   117,458              11,428
   Additional paid-in capital                                       9,230,094           7,841,075
   Accumulated deficit                                             (9,850,519)         (9,298,037)
----------------------------------------------------------------------------------------------------
     TOTAL STOCKHOLDERS' DEFICIT                                     (502,967)         (1,445,534)
----------------------------------------------------------------------------------------------------
     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $   519,217         $   168,326
====================================================================================================
</TABLE>

See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                      F-5
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                            STATEMENTS OF OPERATIONS
                               FOR THE YEAR ENDED
                           DECEMBER 31, 2003 AND 2002
================================================================================

<TABLE>
<CAPTION>
                                                                     2003                 2002
                                                                 (AS RESTATED,        (AS RESTATED,
                                                                    NOTE 14)             NOTE 14)
---------------------------------------------------------------------------------------------------
<S>                                                              <C>                  <C>
REVENUE
   Satellite television service                                  $    759,113         $  1,026,256
---------------------------------------------------------------------------------------------------
TOTAL REVENUE                                                         759,113            1,026,256
---------------------------------------------------------------------------------------------------
COST OF REVENUE
   Satellite television service                                       441,539              669,725
---------------------------------------------------------------------------------------------------
TOTAL COST OF REVENUE                                                 441,539              669,725
---------------------------------------------------------------------------------------------------
GROSS PROFIT                                                          317,574              356,531
Operating expenses, including cost of common stock issued
  for services of $142,890 in 2003 and $763,075 in 2002
     (Note 9)                                                         775,408            2,340,768
---------------------------------------------------------------------------------------------------
LOSS FROM OPERATIONS                                                 (457,834)          (1,984,237)
---------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE)
   Miscellaneous income                                                    --                  159
   Interest expense (Notes 2 and 4)                                   (94,648)             (24,993)
   Loan conversion costs (Note 9)                                                       (4,012,875)
---------------------------------------------------------------------------------------------------
TOTAL OTHER INCOME (EXPENSE)                                          (94,648)          (4,037,709)
---------------------------------------------------------------------------------------------------
NET LOSS                                                         $   (552,482)        $ (6,021,946)
===================================================================================================

Loss per weighted average shares of common stock
     outstanding                                                 $     (.0102)        $     (.5924)

Weighted average number of shares of common stock
     Outstanding                                                   54,324,593           10,165,517
</TABLE>

See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                      F-6
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                               FOR THE YEAR ENDED
                           DECEMBER 31, 2003 AND 2002
================================================================================

<TABLE>
<CAPTION>
                                                                   Additional                                Total
                                                   Common           paid-in          Accumulated         stockholders'
                                                   stock            capital            deficit              deficit
----------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 2003 (AS RESTATED, NOTE 14)
<S>                                             <C>                <C>                <C>                 <C>
Balance, December 31, 2002                      $    11,428        $ 7,841,075        $(9,298,037)        $(1,445,534)
Common stock issued under
   employee stock incentive plan                     61,285            935,950                                997,235
Common stock issued to repay
   officer's loans                                   25,025            361,975                                387,000
Common stock issued for cash                         16,649             28,631                                 45,280
Common stock issued for
   services                                           3,071             39,930                                 43,001
Officer's loan reclassified
   to additional paid-in capital                                        22,533                                 22,533
Net loss                                                                                 (552,482)           (552,482)
----------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2003                      $   117,458        $ 9,230,094        $(9,850,519)        $  (502,967)
======================================================================================================================

DECEMBER 31, 2002 (AS RESTATED, NOTE 14)

Balance, December 31, 2001                      $     9,255        $ 2,953,899        $(3,276,091)        $  (312,937)
Common stock issued to repay
   loans                                              1,845          4,151,429                              4,153,274
Common stock issued for
   services                                             328            735,747                                736,075
Net loss                                                                               (6,021,946)         (2,009,072)
----------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2002                      $    11,428        $ 7,841,075        $(9,298,037)        $(1,445,534)
======================================================================================================================
</TABLE>

See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                      F-7
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                               FOR THE YEAR ENDED
                           DECEMBER 31, 2003 AND 2002
================================================================================

COMMON STOCK SHARES ISSUED AND OUTSTANDING

Balance, December 31, 2001                                             9,254,643
Common stock shares issued for services                                  327,200
Common stock shares issued to repay loans                              1,845,800
--------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2002                                            11,427,643
Common stock issued under employee stock incentive plan               61,284,637
Common stock issued to repay officer's loans                          25,025,000
Common stock shares issued for cash                                   16,649,400
Common stock shares issued for services                                3,071,428
--------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2003                                           117,458,108
================================================================================

See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                      F-8
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                      STATEMENT OF CASH FLOWS (AS RESTATED)
                               FOR THE YEAR ENDED
                                DECEMBER 31, 2003
================================================================================

<TABLE>
<CAPTION>
<S>                                                                                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                                  $(552,482)
   Adjustments to reconcile net loss to net cash used by operating
     activities
       Depreciation                                                                             30,681
       Cost of common stock issued for services                                                 43,001
       Cost of common stock issued to employees under stock incentive plan                      99,889
       Reduction in cost of revenue for write-off of accounts payable that are
          no longer due and payable                                                            (80,158)
       Reduction in operating expenses for write-off of accounts payable
          that are no longer due and payable                                                   (22,547)
       Interest expense added to discontinued line of credit payable                               421
     Changes in operating assets and liabilities
       Decrease in accounts receivable                                                          22,071
       Decrease in security deposits                                                             6,676
       Decrease in accounts and accrued expenses payable                                       (46,580)
       Increase in payroll taxes payable                                                        39,438
--------------------------------------------------------------------------------------------------------
NET CASH USED BY OPERATING ACTIVITIES                                                         (459,590)
--------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Capitalized software costs incurred                                                      (215,299)
--------------------------------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES                                                         (215,299)
--------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Cash proceeds from sale of common stock                                                    45,280
     Cash proceeds from common stock issued under employee stock
       incentive plan                                                                          897,346
     Proceeds from officer's loan                                                                2,213
     Repayments of officer's loan                                                              (60,000)
     Decrease in cash overdraft                                                                (14,930)
--------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                      869,909
--------------------------------------------------------------------------------------------------------
DECREASE IN CASH AND CASH AND CASH EQUIVALENTS                                                 195,020
Cash and cash equivalents, beginning of year                                                        --
--------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR                                                       $ 195,020
========================================================================================================
</TABLE>

See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                      F-9
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                      STATEMENT OF CASH FLOWS (AS RESTATED)
                               FOR THE YEAR ENDED
                                DECEMBER 31, 2003
================================================================================


SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
    Cash paid during the year for:
       Interest expense                                          $            --
       Income taxes                                                           --


See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                      F-10
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                      STATEMENT OF CASH FLOWS (AS RESTATED)
                               FOR THE YEAR ENDED
                                DECEMBER 31, 2002
================================================================================

CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                         $(6,021,946)
  Adjustments to reconcile net loss to net cash used by operating
     activities
       Depreciation                                                      19,142
       Cost of common stock issued for services                         736,075
       Loan conversion costs                                          4,012,875
     Changes in operating assets and liabilities
       Increase in accounts receivable                                  (10,650)
       Increase in security deposits                                     (6,102)
       Increase in accounts and accrued expenses payable                 52,510
       Increase in payroll taxes payable                                142,868
--------------------------------------------------------------------------------
NET CASH USED BY OPERATING ACTIVITIES                                (1,075,228)
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of office equipment                                      (42,276)
     Capitalized software costs incurred                                (75,293)
--------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES                                  (117,569)
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Officer's loans subsequently contributed as additional paid-in
      capital (Note 10)                                                 140,400
     Increase in officers' loan payable                               1,037,796
     Cash overdraft                                                      14,601
--------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                             1,192,797
--------------------------------------------------------------------------------
DECREASE IN CASH AND CASH AND CASH EQUIVALENTS                               --
Cash and cash equivalents, beginning of year                                 --
--------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR                              $        --
================================================================================

SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
    Cash paid during the year for:
       Interest expense                                             $        --
       Income taxes                                                          --

See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                      F-11
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
================================================================================

Organization

Planetlink Communications, Inc. ("the Company") is in the business of reselling
internet, and direct television services.

The Company was incorporated in the State of Georgia in May of 1999.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents. Cash equivalents are
carried at cost, which approximates market value.

Accounting basis and revenue recognition

The Company uses the accrual basis of accounting for financial statement and
income tax reporting. Expenses are realized when the obligation is incurred.

Revenue from satellite television service comes from two sources: activation
fees and sales revenue. Revenue from activation fees are recognized on the date
that the customer's account has been activated. Activation fees are non
refundable. Sales revenue is recognized after installation of the satellite, and
is recorded weekly. Revenue from local and long distance telephone service is
recognized after the customer signs up, and is billed and recognized monthly.

Because of the current review by the Georgia Public Service Commission of the
rules and regulations regarding Competitive Local Exchange Carriers (CLEC) in
the telecommunications market, the Company is opting not to offer local and long
distance telephone services until the regulatory environment makes it more
profitable to compete. The Company is still licensed and capable of offering
telephone service in the 9 Southeastern states.

Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results may differ from these estimates.


See auditors' report and the accompanying notes to the financial statements.


                                      F-12
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
================================================================================

Fixed assets

Fixed assets are stated at cost. Depreciation is computed using accelerated
methods over the following estimated useful lives:

                                                                     Estimated
Description                                                          useful life
--------------------------------------------------------------------------------

Furniture and fixtures                                               7 years
Equipment                                                            5 years

Capitalized software costs

Capitalized software costs are recorded at cost and represent amounts incurred
for the development of a tracking device for a GPS tracking system. Amortization
will be computed using the straight-line method over 5 years once the total
costs have been incurred, and the asset has been placed in service.

Income taxes

The Company accounts for income taxes using the asset and liability method as
required by Statement of Financial Accounting Standards No. 109, under which
deferred tax assets and liabilities are determined based upon the differences
between financial statement carrying amounts and the tax bases of existing
assets and liabilities. Deferred taxes also are recognized for operating losses
that are available to offset future taxable income.

Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is the tax
payable or refundable for the period plus or minus the change during the period
in deferred tax assets and liabilities.


See auditors' report and the accompanying notes to the financial statements.


                                      F-13
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 1 - DISCONTINUED LINE OF CREDIT PAYABLE

The Company had a line of credit with Citizens Trust Bank. The line of credit
accrued interest at 7.5% per annum. The Company defaulted on the line of credit
because of non-payment. The Company entered into a consent order with Citizens
Trust Bank for resolution and settlement that provides for the company to make
25 monthly payments in the amount of $2,000 each for a total of $50,000.
Payments were to begin December 1, 2003. However, the Company missed the
December payment, but made two payments in January of 2004.

NOTE 2 - OFFICERS' LOAN PAYABLE

Officers' loans payable is as follows:
                                                            2003         2002
--------------------------------------------------------------------------------
Demand note dated December 31, 2002 due to the
   Company's President that accrues interest at 10% per
     annum, starting January 1, 2003.  The note is due
       on demand                                         $  570,476   $  990,264
Other advances from Company's President                          --       25,000
Demand note due to the Company's former CEO that
   was non-interest bearing                                      --       22,532
--------------------------------------------------------------------------------
                                                         $  570,476   $1,037,796
================================================================================

Interest expense incurred on officers' loans was $77,446 in 2003 and $0 in 2002.
As of December 31, 2003 accounts and accrued expenses include $77,446 of
interest expense due to officers.

NOTE 3 - INCOME TAXES

Temporary differences between the recognition of certain expense items for
income tax purposes and financial reporting purposes are as follows:

                                                          2003           2002
--------------------------------------------------------------------------------
Net operating loss to be carried forward               $2,462,630     $2,324,509
Less: valuation allowance                               2,462,630      2,324,509
--------------------------------------------------------------------------------
NET DEFERRED TAX ASSET                                 $       --     $       --
================================================================================

The Company incurred no Georgia state income tax expense for the years ended
December 31, 2003 and 2002, and utilized no tax carryforward losses.


See auditors' report and the summary of significant accounting policies.


                                      F-14
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 3 - INCOME TAXES (CONTINUED)

The Company has net operating loss carryovers of $9,850,519 to offset future
income tax. The net operating losses expire as follows:

December 31, 2019                                                   $  112,829
             2020                                                      559,797
             2021                                                    2,603,465
             2022                                                    6,021,946
             2023                                                      552,482

NOTE 4 - PAYROLL TAXES PAYABLE

The Company is currently negotiating with the United States Treasury Department,
Internal Revenue Service ("IRS"), with respect to unpaid payroll taxes. The
Company intends to make an Offer in Compromise to the IRS and seek to have
certain penalties and related interest expense abated. Accounts and accrued
expenses payable include $40,000 in 2003 and $20,000 in 2002 of interest and
penalties due to the IRS for late filing and payment of payroll taxes. Interest
expense includes $20,000 in 2003 and 2002 related to the aforementioned payroll
taxes payable.

NOTE 5 - OPERATING FACILITIES

The Company maintained its offices under an operating lease that expired in
February 2002. In March 2002 the company signed a new operating lease for three
years expiring on February 2005.

During the second quarter of 2003 the company moved its offices to premises
owned and controlled by the Company's President. As of the date of this report
the terms for use of the space had not been agreed upon by both parties. In
addition during the second quarter the Company closed its suburban mall store
locations. The leases on these facilities were scheduled to expire between March
and August of 2003. Total rent expense for all facilities were $134,806 and
$297,417 respectively for 2003 and 2002.

There were no expenses incurred during the year ended December 31, 2003
associated with exiting the leased offices and mall facilities.


See auditors' report and the summary of significant accounting policies.


                                      F-15
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 6 - LITIGATION

State of Georgia

In 2002 the Company received a subpoena by the Office of the Secretary of State,
State of Georgia, Assistant Commissioner of Securities, relating to an
investigation being conducted under the Georgia Security Act of 1973. The
investigation related to the offer or sale of investment opportunities or
securities of the Company in or from Georgia and related matters. The Company
was able to resolve the matter with the State of Georgia without incurring any
monetary penalties or damages, or penalties or awards.

Aladesuyi Family

Kayode Aladesuyi, the former CEO of the Company, and various members of the
Aladesuyi family have demanded in written correspondence dated February 2004
that Kayode Aladesuyi be paid $1.6 million plus interest, for unpaid salaries,
bonuses, and unpaid loans, and that the Company remove all restrictive legends
from 6,722,286 shares of stock in the Company allegedly issued to and owned by
the Aladesuyi family. Upon removal of all restrictive legends from such stock,
said shares should be freely tradable in the public markets.

Through its legal counsel the Company has responded to counsel for the Aladesuyi
family denying that the Company is indebted to the Aladesuyi family in any
amount, questioning the proprietary and validity of the Aladesuyi's claims to
shares and compensation, raising the defenses of offset and recoupment, and
asserting that certain actions and inactions by the Aladesuyis constitute
breaches of their fiduciary duties to the Company as officers and directors
which caused substantial damages to the Company.

The Company intends to contest vigorously the claims made by the Aladesuyis. It
is impossible to evaluate the likelihood of an unfavorable outcome or provide an
estimate of the range of potential loss.

Other

There are various other legal proceedings against the Company. While it is not
feasible to predict or determine the outcome of any of these cases, it is the
opinion of management that their outcome will have no material adverse effect on
the financial position of the Company.


See auditors' report and the summary of significant accounting policies.


                                      F-16
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 7 -MERGER WITH FIFTH AVENUE ACQUISITION I CORPORATION

On July 11, 2001, pursuant to an agreement and plan of merger, the Company
issued 462,732 of common stock to the shareholders of Fifth Avenue Acquisition I
Corporation in exchange for each of the 1,000,000 issued and outstanding shares
of Fifth Avenue Acquisition I Corporation. The plan called for Fifth Avenue
Acquisition I Corporation to merge into the Company, with the Company remaining
as the successor reporting company. The merger was done pursuant to a plan for
the Company to go public, which occurred in the third quarter of 2002. For
accounting purposes the acquisition was treated as a recapitalization of the
shares of the Company with the Company as the acquirer (reverse acquisition).
The Company had a total of 8,791,910 shares of $.20 par value common stock after
giving effect to a 5 for 1 stock split that were recapitalized to $.001 par
value common. The Company's $.001 par value common shares outstanding at
December 31, 2001 totaled 9,254,642 shares, including the shares issued to the
shareholders of Fifth Avenue Acquisition I Corporation.

NOTE 8 - EMPLOYEE STOCK INCENTIVE PLAN

During the second quarter of 2003 the Company established am employee stock
incentive plan (the "Plan"). The Plan is intended to provide employees who make
significant and extraordinary contributions to the long-term growth and
performance of the Company, with equity-based compensation incentives. The
purchase price of shares of common stock subject to each stock option issued
under the plan are not to be less than 85 percent of the fair market value of
the common stock on the date of issuance.

The Company applies APB No. 25 and related interpretations in accounting for its
plans and outstanding options granted under stock option agreements.
Accordingly, compensation cost for options issued to employees is only for
options that are granted with exercise prices that are less than the fair value
of the underlying stock at the time of issuance.

Employees who received common stock upon the exercise of stock options were
immediately sold their shares in cashless exercise transactions. Such stock
options contained exercises prices ranging from 90% to 95% of the fair market
value of the underlying common stock.

During the year ended December 31, 2003 the Company issued an aggregate of
70,691,000 stock options to its employees and recorded a $99,889 charge to
operations for the amount of their intrinsic value. The difference between the
intrinsic value and the fair market value was not material.


See auditors' report and the summary of significant accounting policies.


                                      F-17
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 9- EQUITY TRANSACTIONS

During 2002 the Company issued 2,173,000 shares of its $.001 par value common
stock principally to a member of its Board of Directors and other key employees,
of which 327,200 shares were issued for services. The Company has reflected a
charge to operating expenses of $736,075 for the year ended December 31, 2002 to
record the issuance of these shares for services. The Company also issued
1,845,800 shares in satisfaction of loans received during 2002. The Company has
reflected a charge within other income (expense) of $4,012,875 for the year
ended December 31, 2002 to record "debt conversion costs" associated with the
issuance of the shares issued in satisfaction of loans.

During 2003 the Company issued 106,030,645 shares of common stock, of which
61,284,637 shares were issued as part of the Company's Employee Stock Incentive
Plan and recorded as an expense of $99,889. In addition, 16,649,400 shares were
issued for $45,280 in cash. Finally, 3,071,428 shares were issued to the
Company's President for $43,001, the fair value of the stock, while 25,025,000
shares were issued to him at their fair value to repay $387,000 of a $990,263
note that was payable to him (see Note 2).

In July of 2003 the Company increased the total number of shares of authorized
common stock to 800,000,000 with a par of $.001, and authorized 100,000,000
shares of preferred stock with a par value of $.001.

Below is a summary of common stock issued during the year ended December 31,
2003:

<TABLE>
<CAPTION>
                                                                                         Loans
                                                                        Amount        contributed
                  Recipient                         Additional        charged to       to pay for
Shares issued     of shares      Common stock     paid-in capital      expense            stock
----------------------------------------------------------------------------------------------------------
<S>               <C>            <C>               <C>               <C>               <C>
                  Employee
                    stock
                  incentive
 61,284,637         plan         $     61,285      $   935,951       $   99,889(C)     $

                  President
                    of the
 25,025,000         Company            25,025          361,975                          387,000
  3,071,428       President
                   of the
                   Company              3,071           39,930           43,001(A)
 16,649,400(D)      Other              16,649           28,631
----------------------------------------------------------------------------------------------------------
106,030,465                      $    106,030      $ 1,366,486       $  142,890        $387,000
==========================================================================================================
</TABLE>


See auditors' report and the summary of significant accounting policies.


                                      F-18
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 9- EQUITY TRANSACTIONS (CONTINUED)

Below is a summary of common stock issued during the year ended December 31,
2002:

<TABLE>
<CAPTION>
                                                                                           Loans
                                                                          Amount        contributed
                  Recipient                            Additional       charged to       to pay for
Shares issued     of shares      Common stock        paid-in capital     expense           stock
----------------------------------------------------------------------------------------------------------
<S>               <C>            <C>                 <C>                <C>             <C>
                  Member
                  of the
1,800,000         Board          $        1,800      $    4,048,200     $ 3,948,400(B)  $  101,600

----------------------------------------------------------------------------------------------------------
1,800,000                                 1,800           4,048,200       3,948,400        101,600
----------------------------------------------------------------------------------------------------------
                  Former
                  CEO of the
  266,000         Company                   266             598,234         598,500
   61,200         Other                      62             137,513         137,575

----------------------------------------------------------------------------------------------------------
  327,200                                   328             735,747         736,075(A)

----------------------------------------------------------------------------------------------------------
   45,800         Other                      45             103,229          64,475(B)      38,800
----------------------------------------------------------------------------------------------------------
2,173,000                        $        2,173      $    4,887,176     $ 4,748,950     $  140,400
==========================================================================================================
</TABLE>

A - Common stock issued for services
B - Loan conversion costs
C - Common stock issued under employee stock incentive plan
D - Shares sold directly for cash

NOTE 10 - GOING CONCERN

These financial statements are presented on the basis that the Company is a
going concern. Going concern contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a reasonable
period of time.

The Company has incurred net losses of $552,482 and $6,021,946 respectively for
the years ended December 31, 2003 and 2002, and as of December 31, 2003 had
incurred cumulative losses since inception of $9,850,519.

The Company's existence in the current and prior periods has been dependent upon
operational revenues, advances from related parties and other individuals, and
the sale of


See auditors' report and the summary of significant accounting policies.


                                      F-19
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 10 - GOING CONCERN (CONTINUED)

equity securities. The ability of the Company to continue as a going concern is
dependent on increasing revenue and obtaining additional capital and financing.

The Company's management believes that its ongoing efforts to increase revenue
and raise additional capital through the sale of equity securities and debt
instruments will provide additional cash flows. However, there is no assurance
that the Company will be able to obtain additional funding.

The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.

NOTE 11- SUSPENSION OF LOCAL AND LONG DISTANCE TELEPHONE SERVICES

Because of the current review by the Georgia Public Service Commission of the
rules and regulations regarding Competitive Local Exchange Carriers (CLEC) in
the telecommunications market, the Company is opting not to offer local and long
distance telephone services until the regulatory environment makes it more
profitable to compete. The Company is still licensed and capable of offering
telephone service in the 9 Southeastern states.

NOTE 12 - CONCENTRATIONS OF CREDIT RISK

100% of the Company's revenues were derived from the sale of satellite
television service through Dish Network for 2003 and 2002.

NOTE 13 - SEGMENT INFORMATION

The Company does not measure its operating results, assets, or liabilities by
segment. However, the following limited segment information is available:

                                                        2003             2002
--------------------------------------------------------------------------------
REVENUE
   Satellite television service                      $  759,113       $1,026,256


See auditors' report and the summary of significant accounting policies.


                                      F-20
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 14 - RESTATEMENT OF PRIOR AND YEAR'S FINANCIAL STATMENTS

During the year ended December 31, 2002, 2,173,000 shares of common stock
consisting of shares issued for services and shares issued to convert debt into
equity were not measured based on fair value, an error resulting in an
understatement of net loss of $4,754,075. In addition, additional paid-in
capital was also understated by $4,754,075.

The financial statements for the years ended December 31, 2003 and 2002 have
been revised to correct for these errors.

NOTE 15 - PHASE OUT OF SATELLITE TELEVISION SERVICE

In the first quarter of 2004 the Company phased out its satellite television
service business and has shifted its focus towards the development and marketing
of a tracking device for a GPS tracking system.


See auditors' report and the summary of significant accounting policies.


                                      F-21