SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

              ____________________________________________________

                                 FORM 10-KSB/A
                                Amendment No. 2

(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 Identification No.)
   incorporation or organization)


   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  December  31,  2003:  $1,733,274.00.

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes of common stock as of December 31, 2003: 117,458,108 shares.


     Documents  incorporated  by  reference:  None.


<PAGE>
<TABLE>
<CAPTION>
                                                TABLE OF CONTENTS

<S>       <C>                                                                                                 <C>
Item 1.   Business . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Item 2..  Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
Item 3..  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
Item 4..  Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . .  16
Item 5..  Market for Common Equity and Related Stockholder Matters. . . . . . . . . . . . . . . . . . . . . .  17
Item 6..  Management's Discussion and Analysis or Plan of Operation . . . . . . . . . . . . . . . . . . . . .  18
Item 7..  Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
Item 8..  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. . . . . . . .  21
Item 8A.  Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
Item 9..  Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
          Exchange Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
Item 10.  Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
Item 14.  Principal Accountant Fees and Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
</TABLE>


<PAGE>
                                     PART I

ITEM 1.     BUSINESS.

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

     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.  During  2003,  we  generated  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.

     As  our  business  strategy  evolved, we moved away from store retailing to
focus  on  developing  satellite-enabled  products  based  on Global Positioning
Systems  (GPS)  technology.

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.

STATUS OF RECENT DEVELOPMENTS AND PUBLIC ANNOUNCEMENTS

     At  present,  we market our EchoStar products and services.  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 fiscal 2003, our business strategy was
to focus on new products using GPS and satellite-enabled technology.


                                                                               1
<PAGE>
     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.

     As  our  business  strategy  evolved, we 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  will  be  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.

     .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;

-    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.


                                                                               2
<PAGE>
INDUSTRY OVERVIEW

     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.  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.  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.

BUSINESS OBJECTIVE AND STRATEGY

     Business Objective.  The primary market for our location-based products and
services  is  comprised  of  commercial  customers  who  utilize our products to
improve  their  operations, including management of medium to large size fleets,
and  consumer  customers  who are interested in tracking and monitoring services
for their personal vehicles.  Our products and services can be used in a variety
of  different  ways.  The  opportunities  for  business  customers  who  use our
products  and  services  are  abundant  since our technology allows us to easily
tailor  our  commercial offering to fit the unique business requirements of each
customer.  For the consumer customer, an owner of an expensive automobile can be
notified  on  his cell phone if his car is moved from its current location. Or a
parent  can  establish  geographic boundaries and speed restrictions for a young
driver  operating the family car. In either case the vehicle owner can now equip
his  vehicle and receive notification of its location and status in a variety of
ways.

     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.

     We  have established a business strategy that capitalizes on the advantages
afforded  by  the  convergence of satellite-based position location technologies
with the widespread availability and use of wireless data communications.  These
advantages  include:

     Simplicity  in  Design  -  In  order  to bring our products and services to
     market  as  quickly  as possible and with the least amount of risk, we have
     designed  the  system  to  be  as  simple as possible. Utilizing the unique
     features  of  the  GPRS  allows  the  Mobile  Locator  Unit  to be a simple
     data-reporting  unit  with  all  of  the functionality of the service being
     built  into  the  server-side.  This  architecture  not  only enabled us to
     quickly bring the service to market, but it also facilitates the ability to
     rollout  new  features  and  services  to vehicle tracking devices that are
     already  in  service.

     State-of-the-art  Communications  -  The  GPRS  network  is emerging as the
     preferred communications medium for mobile, Internet based applications. It
     is  the  data communications technology that the wireless industry will use
     as  the  foundation for a variety of new products and services in the years
     ahead.

     Service  Coverage  in  Major Metropolitan Areas - The GPRS network provides
     coverage in the major metropolitan areas of the United States. Service area
     coverage is also expanding at a rapid rate as network providers continue to
     build  their  networks.

     High  Data-rate Capabilities - GPRS allows for the communication of data at
     rates  up to 115 Kbaud. This will allow us great flexibility and simplicity
     in  Mobile  Locator  Unit  programming.

     Cost Effective Data Communications - GPRS pricing will allow us to transmit
     large  amounts  of  data from vehicle units on a very cost effective basis.
     The  flexibility to communicate such large amounts of data will allow us to
     program the Mobile Locator Unit units very simply in the beginning, as well
     as allow us great flexibility in terms of products and services that may be
     offered  in  the  future.


                                                                               3
<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;

-    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  GPS  related  products  and  services.

     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
companies  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.

COMPETITIVE POSITION

     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.  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.The resale of
satellite  television  services is highly competitive, and we expect competition
to  intensify  in  the  future.  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


                                                                               4
<PAGE>
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.

     Competition  in  the  GPS-Based  Services  Market.  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.

     While  our  financial  position  has  created  an  obstacle  to  building
infrastructure,  establishing  name-recognition,  and  securing market share, we
have  established  the  technical foundation on which an integrated portfolio of
personal  and  asset tracking products and services may be based.  That, coupled
with  the  simplicity of our system design, positions us very well to compete in
the  satellite-enabled  products  market  for  consumers  and  businesses alike.

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.

     TransTrak  Products.  We  are  in  the  process  of  developing  a  line of
TransTrak  products  using  GPS  technology, our proprietary software, a mapping
component  and  the  Internet.


                                                                               5
<PAGE>
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.

     TransTrak Customers. The development of the Transtrak customer base will be
a  major  priority  of  the  company  in  2004.

EMPLOYEE

     We  believe  that relations with our employees are excellent.  We are not a
party  to  any collective bargaining agreements, nor are we aware of any pending
union petitions related to our employees.  We will be dependent upon our ability
to  hire  and  retain  qualified persons for sales and marketing and operational
personnel  in  order  to  grow  the  company.

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


                                                                               6
<PAGE>
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.

     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


                                                                               7
<PAGE>
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.

FORWARD-LOOKING STATEMENTS

     Statements  in  this  Form  10-KSB/A  Amended  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/A Amended
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/A Amended
Annual  Report.

RISK FACTORS

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

     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.

     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.


                                                                               8
<PAGE>
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.  We do
not  have  an  employment  agreement  with  Mr.  Bain  and with Ms. Cooper.  Our
business  may be adversely affected if any of our key officers or employees left
our  employ.

WE ARE DEPENDENT UPON STRATEGIC ALLIANCES WITH OUTSOURCE PROVIDERS

     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.

     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.

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

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
$908,963,  or  $0.0167 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


                                                                               9
<PAGE>
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
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.

COMPANY RISK

LIMITED DOCUMENTATION OF PAST CORPORATE ACTIONS.


                                                                              10
<PAGE>
     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 $10,207,000 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;

-    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;

-    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


                                                                              11
<PAGE>
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.

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 $908,963.  Since
our inception, we have incurred operating losses and have had negative operating
cash  flows  each  fiscal  year.  We  cannot  assure  you that our revenues will
increase  to  the level necessary to cover our operating expenses.  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.


                                                                              12
<PAGE>
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.

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


                                                                              13
<PAGE>
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.

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.


                                                                              14
<PAGE>
     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 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.


                                                                              15
<PAGE>
     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.

ITEM  2.     DESCRIPTION  OF  PROPERTY.

     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  was  $134,806.

ITEM  3.     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.

     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.


     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.


                                                                              16
<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.


                                                                              17
<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.


                                                                              18
<PAGE>
RESULTS OF OPERATIONS

     During  the  year ended December 31, 2003, we incurred an operating loss of
$908,963  and  had  $451,675 in  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  $121,316  in 2003, interest expense in 2002 was $24,835.

LIQUIDITY AND CAPITAL RESOURCES

     As  discussed  by  our  accountants  in  the  audited  financial statements
included  in  Item 7 of this Amended annual report on Form 10-KSB/A, 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  has  adopted  SFAS No. 7.  Under these rules when the Company
becomes  a development stage entity effective January 1, 2004 as described above
under  "Organization,"  it  will  be  required  to  present  certain  cumulative
information  relating  to  losses  incurred in operations during the development
stage  and  related  cash  flows,  as well as to make appropriate disclosures of
other  relevant information concerning the development stage in future financial
statements  issued  while  it  remains  in  this  status.

     In accordance with Statement of Financial Accounting Standards ("SFAS") No.
86,  the  Company  capitalizes  certain  software  costs  associated  with  the
development  of  its  proprietary  software at such time that it determines that
technological  feasibility of the software is established. At December 31, 2003,
these  costs represent amounts incurred for the development of a tracking device
for  a  GPS  tracking  system.  Costs  incurred to develop software prior to the
achievement of technological feasibility are expensed as incurred.  Amortization
will  commence when the related products become available for general release to
customers  at  the  greater  of the amount computed using the ratio that current
gross  revenue  for  the  product  bears to the total of current and anticipated
future  revenues for the product, or the straight-line method over the estimated
life  of  the  product.

     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.


                                                                              19
<PAGE>
     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 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.


                                                                              20
<PAGE>
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.

     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-22.

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.


                                                                              21
<PAGE>
     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

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


                                                                              22
<PAGE>
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.

     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 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.


                                                                              23
<PAGE>
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      -0-     -0-            -0-
             President           2003   80,106     -0-            -0-
---------------------------------------------------------------------
</TABLE>

     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.


                                                                              24
<PAGE>
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
</TABLE>

________________________
*     Less  than  one  percent.
(1)   Unless  otherwise  indicated,  the  address for each of these stockholders
      is  c/o  PlanetLink  Communications,  Inc.,  1415 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.

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company's current President has made loans to the Company as described
in the footnotes to the financial statements on page F-14, NOTE 2.  Also during
the second quarter,  2003 the Company moved its offices to premises owned and
controlled by the Company's President.


                                                                              25
<PAGE>
ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K.

     (a)     Financial Statements

     None.

     (b)     Exhibits

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

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, 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.
</TABLE>

*    Previously filed.
**   Filed herewith.

     (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.


                                                                              26
<PAGE>
     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  2003  were  $19,610.

     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 were $7,250.

AUDIT-RELATED 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 2003 were $0.

     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 were $0.

ALL OTHER FEES

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


                                                                              27
<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: February 28, 2005
                                        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  February 28, 2005
-------------------        Chief Executive Officer
M. DEWEY BAIN

/s/ Harold Jackson
-------------------                Chairman               February 28, 2005
HAROLD JACKSON

/s/ Melvin Williams                Director               February 28, 2005
-------------------
MELVIN WILLIAMS

/s/ Jonathan Rosser                Director               February 28, 2005
-------------------
JONATHAN ROSSER

/s/ Darrell Carver                 Director               February 28, 2005
-------------------
DARRELL CARVER


                                                                              28
<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                       FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 2003 AND 2002



                         FORMING A PART OF ANNUAL REPORT

                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934


                         PLANETLINK COMMUNICATIONS, INC.


<PAGE>
<TABLE>
<CAPTION>
                         PLANETLINK COMMUNICATIONS, INC.
                          INDEX TO FINANCIAL STATEMENTS

                                                                        Page No.
<S>                                                                     <C>
Report of Independent Certified Public Accountants                      F-3

Balance Sheet at December 31, 2003                                      F-4

Statement of Losses for the years ended of December 31, 2003 and
2002 and the period from May 1, 1999 (date of inception) through
December 31, 2003                                                       F-5

Statement of Deficiency in Stockholders' Equity for the years
ended December 31, 2003 and 2002 and the period from May 1, 1999
(date of inception) through December 31, 2003                           F-6

Statement of Cash Flows for the years ended December 31, 2003
and 2002 and the period from May 1, 1999 (date of inception)
through December 31, 2003                                               F-7

Notes to Financial Statements                                           F-8 to F-15
</TABLE>


<PAGE>


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


<PAGE>
<TABLE>
<CAPTION>
                                    CONTENTS
================================================================================
<S>                                                                  <C>

AUDITORS' REPORT                                                      1-2

FINANCIAL STATEMENTS
  Balance sheets (second restatement)                                  3-4
  Statements of operations (second restatement)                         5
  Statements of changes in stockholders' deficit (second restatement)  6-7
  Statements of cash flows (second restatement)                       8-10

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                           11-13

NOTES TO THE FINANCIAL STATEMENTS                                    14-22
</TABLE>


<PAGE>
                             -----------------------
                             KAHN BOYD LEVYCHIN, LLP
                             -----------------------
                   CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

                          INDEPENDENT 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 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.

As further discussed in Note 14 to the financial statements, certain errors were
made by the Company in classifying a portion of loans it received from its
current President during the year ended December 31, 2003 as revenue in the
statement of operations for that year.   Correction for the misclassification of
loans advanced by the officer resulted in the understatement of the previously
reported net loss for the year ended December 31, 2003 by $356,481, of which
$308,438 is attributed to the previously reported revenue for that year being
overstated and operating expenses and interest expense being understated by
$22,375 and $26,668, respectively. In addition, these errors also resulted in an
understatement of previously reported total liabilities at December 31, 2003 by
$356,481 and an understatement of accumulated deficit in the same amount. As
such, the officer's loan payable as now reflected at December 31, 2003, based on
this second restatement of the financial statements for the year ended December
31, 2003, is $307,438 higher than previously reported, and accounts payable and
accrued expenses are $49,043 higher than previously reported. These errors were
discovered by the management of the Company in conjunction with reconciling the
amount due the officer with him in anticipation of The Company paying off the
obligation, and in the Company's preparation for the issuance of the financial
statements for the year ended December 31, 2004.


                                                                               1
--------------------------------------------------------------------------------
48 Wall Street, 11th Floor New York, NY 10005                     (212) 843-4100

<PAGE>
                             -----------------------
                             KAHN BOYD LEVYCHIN, LLP
                             -----------------------
                   CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
                          INDEPENDENT AUDITORS' REPORT
================================================================================

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

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.


KAHN BOYD LEVYCHIN

Kahn Boyd Levychin,
Certified Public Accountants

May 3, 2004, except for information restated to correct for misclassification of
loan advances received by the Company during the year ended December 31, 2003
previously reflected in revenue for that year as to which the date is January
31, 2005 (Note 14) .


                                                                               2
--------------------------------------------------------------------------------
48 Wall Street, 11th Floor New York, NY 10005                     (212) 843-4100

<PAGE>
<TABLE>
<CAPTION>
               PLANETLINK COMMUNICATIONS, INC.
             BALANCE SHEETS (SECOND RESTATEMENT)
                 DECEMBER 31, 2003 AND 2002
================================================================

                                     2003             2002
                                 (AS RESTATED,    (AS RESTATED,
                                   NOTE 14)         NOTE 14)
----------------------------------------------------------------
<S>                             <C>              <C>
                      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
================================================================
</TABLE>
See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                                                               3
<PAGE>
<TABLE>
<CAPTION>
                            PLANETLINK COMMUNICATIONS, INC.
                          BALANCE SHEETS (SECOND RESTATEMENT)
                               DECEMBER 31, 2003 AND 2002
=======================================================================================
                                                            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, 4, and 14)                                      176,079          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 and 14)                      877,914        1,037,796
---------------------------------------------------------------------------------------
    TOTAL CURRENT LIABILITIES                               1,352,665        1,613,860
---------------------------------------------------------------------------------------
NON-CURRENT LIABILITIES
  Discontinued line of credit payable (Note 1)                 26,000
---------------------------------------------------------------------------------------
    TOTAL NON-CURRENT LIABILITIES                              26,000
---------------------------------------------------------------------------------------
    TOTAL LIABILITIES                                       1,378,665        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 (Note 14)                           (10,207,000)      (9,298,037)
---------------------------------------------------------------------------------------
    TOTAL STOCKHOLDERS' DEFICIT                              (859,448)      (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.


                                                                               4
<PAGE>
<TABLE>
<CAPTION>
                               PLANETLINK COMMUNICATIONS, INC.
                        STATEMENTS OF OPERATIONS (SECOND RESTATEMENT)
                                     FOR THE YEAR ENDED
                                 DECEMBER 31, 2003 AND 2002
============================================================================================
                                                                 2003             2002
                                                             (AS RESTATED,    (AS RESTATED,
                                                               NOTE 14)         NOTE 14)
--------------------------------------------------------------------------------------------
<S>                                                         <C>              <C>
REVENUE
  Satellite television service (Note 13 and 14)             $      451,675   $    1,026,256
--------------------------------------------------------------------------------------------
TOTAL REVENUE                                                      451,675        1,026,256
--------------------------------------------------------------------------------------------
COST OF REVENUE
  Satellite television service                                     441,539          669,725
--------------------------------------------------------------------------------------------
TOTAL COST OF REVENUE                                              441,539          669,725
--------------------------------------------------------------------------------------------
GROSS PROFIT                                                        10,136          356,531
Operating expenses, including cost of common stock issued
  for services of $142,890 in 2003 and $763,075 in 2002            797,783        2,340,768
--------------------------------------------------------------------------------------------
LOSS FROM OPERATIONS                                              (787,647)      (1,984,237)
--------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE)
  Miscellaneous income                                                   -              159
  Interest expense (Note 2, 4, and 14)                            (121,316)         (24,993)
  Loan conversion costs (Note 9)                                                 (4,012,875)
--------------------------------------------------------------------------------------------
TOTAL OTHER INCOME (EXPENSE)                                      (121,316)      (4,037,709)
--------------------------------------------------------------------------------------------
NET LOSS (NOTE 14)                                          $     (908,963)  $   (6,021,946)
============================================================================================

Loss per weighted average shares of common stock
    outstanding                                             $       (.0167)  $       (.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.


                                                                               5
<PAGE>
<TABLE>
<CAPTION>
                                PLANETLINK COMMUNICATIONS, INC.
                                    STATEMENTS OF CHANGES IN
                           STOCKHOLDERS' DEFICIT (SECOND RESTATEMENT)
                                       FOR THE YEAR ENDED
                                   DECEMBER 31, 2003 AND 2002
===============================================================================================
                                                    Additional                       Total
                                           Common     paid-in     Accumulated    stockholders'
                                           stock      capital       deficit         deficit
-----------------------------------------------------------------------------------------------
<S>                                       <C>       <C>          <C>            <C>
DECEMBER 31, 2003 (AS RESTATED, NOTE 14)

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 (Note 14)                                                   (908,963)        (908,963)
-----------------------------------------------------------------------------------------------
Balance, December 31, 2003                $117,458  $ 9,230,094  $(10,207,000)  $     (859,448)
===============================================================================================
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.


                                                                               6
<PAGE>
<TABLE>
<CAPTION>
                         PLANETLINK COMMUNICATIONS, INC.
                            STATEMENTS OF CHANGES IN
                   STOCKHOLDERS' DEFICIT (SECOND RESTATEMENT)
                               FOR THE YEAR ENDED
                           DECEMBER 31, 2003 AND 2002
====================================================================

COMMON STOCK SHARES ISSUED AND OUTSTANDING
<S>                                                      <C>

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
====================================================================
</TABLE>
See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                                                               7
<PAGE>
<TABLE>
<CAPTION>
                        PLANETLINK COMMUNICATIONS, INC.
                STATEMENT OF CASH FLOWS STATEMENTS OF CHANGES IN
                   STOCKHOLDERS' DEFICIT (SECOND RESTATEMENT)
                               FOR THE YEAR ENDED
                                DECEMBER 31, 2003
===========================================================================================
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                             <C>
  Net loss (Note 14)                                                            $ (908,963)
  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
    Increase in accounts and accrued expenses payable (Note 14)                      2,463
    Increase in payroll taxes payable                                               39,438
-------------------------------------------------------------------------------------------
NET CASH USED BY OPERATING ACTIVITIES                                             (767,028)
-------------------------------------------------------------------------------------------
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 (Note 2 and Note 14)                                309,651
  Repayments of officer's loan                                                     (60,000)
  Decrease in cash overdraft                                                       (14,930)
-------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                        1,177,347
-------------------------------------------------------------------------------------------
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.


                                                                               8
<PAGE>
<TABLE>
<CAPTION>
                         PLANETLINK COMMUNICATIONS, INC.
                STATEMENT OF CASH FLOWS STATEMENTS OF CHANGES IN
                   STOCKHOLDERS' DEFICIT (SECOND RESTATEMENT)
                               FOR THE YEAR ENDED
                                DECEMBER 31, 2003
================================================================================

SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
<S>                                                 <C>
  Cash paid during the year for:
    Interest expense                                $    -
    Income taxes                                         -
</TABLE>


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


                                                                               9
<PAGE>
<TABLE>
<CAPTION>
                         PLANETLINK COMMUNICATIONS, INC.
                 STATEMENT OF CASH FLOWS STATEMENTS OF CHANGES IN
                    STOCKHOLDERS' DEFICIT (SECOND RESTATEMENT)
                                FOR THE YEAR ENDED
                                DECEMBER 31, 2002
=================================================================================
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                  <C>
  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                                                               -
</TABLE>

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


                                                                              10
<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.  Late during the last quarter of 2003
the Company phased out of the satellite television business, and reentered the
development stage at the beginning of 2004.

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.


                                                                              11
<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:

<TABLE>
<CAPTION>
                                                        Estimated
Description                                             useful life
--------------------------------------------------------------------------------
<S>                                                     <C>
Furniture and fixtures                                  7 years
Equipment                                               5 years
</TABLE>

Capitalized software costs

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 86,
the Company capitalizes certain software costs associated with the development
of its proprietary software at such time that it determines that technological
feasibility of the software is established. At December 31, 2003, these costs
represent amounts incurred for the development of a tracking device for a GPS
tracking system. Costs incurred to develop software prior to the achievement of
technological feasibility are expensed as incurred.  Amortization will commence
when the related products become available for general release to customers at
the greater of the amount computed using the ratio that current gross revenue
for the product bears to the total of current and anticipated future revenues
for the product, or the straight-line method over the estimated life of the
product.

Applicability of SFAS No. 7, Development Stage Enterprises

As a result of the Company becoming a development stage entity effective January
1, 2004 as described above under "Organization," effective January 1, 2004 it
will be required to present certain cumulative information relating to losses
incurred in operations during the development stage and related cash flows, as
well as to make appropriate disclosures of other relevant information concerning
the development stage in future financial statements issued while it remains in
this status.

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.

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


                                                                              12
<PAGE>
                         PLANETLINK COMMUNICATIONS, INC.
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
================================================================================

Income taxes (continued)

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.

Stock-Based Compensation

In October 1995, SFAS No. 123, "Accounting for Stock-Based Compensation" was
issued. SFAS 123 prescribes accounting and reporting standards for all
stock-based compensation plans, including employee stock options, restricted
stock, employee stock purchase plans and stock appreciation rights. SFAS 123
requires compensation expense to be recorded (i) using the new fair value method
or (ii) using the existing accounting rules prescribed by Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and
related interpretations with pro forma disclosure of what net income and
earnings per share would have been had the Company adopted the new fair value
method. The Company intends to account for its stock based compensation plans in
accordance with the provisions of APB 25.

On December 31, 2002, the FASB issued SFAS No. 148 ("SFAS 148"), Accounting for
Stock Based Compensation-Transition and disclosure. SFAS 148 amends SFAS No.
123, to provide an alternative method of transition to SFAS 123's fair value
method of accounting for stock based employee compensation. SFAS 148 also amends
the disclosure provisions of SFAS 123 and Accounting Principles Board ("APB")
Opinion No. 28, "Interim Financial Reporting", to require disclosure in the
summary of significant accounting policies of the effects of an entity's
accounting policy with respect to stock based employee compensation on reported
net income and earnings per share in annual and interim financial statements.
While the statement does not amend SFAS 123 to require companies to account for
employee stock options using the fair value method, the disclosure provisions of
SFAS 123 are applicable to all companies with stock based employee compensation,
regardless of whether they account for that compensation using the fair value
method of SFAS 123, or the intrinsic value method of APB Opinion No. 25.

The difference between the intrinsic value and the fair market value was not
material.


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


                                                                              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.

<TABLE>
<CAPTION>
NOTE 2 - OFFICERS' LOAN PAYABLE (AS RESTATED, NOTE 14)

Officers' loans payable is as follows:
                                                             2003       2002
-------------------------------------------------------------------------------
<S>                                                        <C>       <C>
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
Demand note dated December 31, 2003 due to the
  Company's President that accrues interest at 10% per
    annum, starting January 1, 2003.  The note is due on
      demand. (Note 14)                                     307,438
-------------------------------------------------------------------------------
                                                           $877,914  $1,037,796
===============================================================================
</TABLE>

Interest expense incurred on officer's loans was $104,114 in 2003 and $0 in
2002.  As of December 31, 2003 accounts and accrued expenses payable include
$104,114 of interest expense due to officer for both the December 31, 2002 and
December 31, 2003 notes.

NOTE 3 - INCOME TAXES (AS RESTATED, NOTE 14)

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

<TABLE>
<CAPTION>
                                             2003        2002
----------------------------------------------------------------
<S>                                       <C>         <C>
Net operating loss to be carried forward  $2,551,750  $2,324,509
Less: valuation allowance                  2,551,750   2,324,509
----------------------------------------------------------------
NET DEFERRED TAX ASSET                    $        -  $        -
================================================================
</TABLE>

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


                                                                              14
<PAGE>
                         PLANETLINK COMMUNICATIONS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 3 - INCOME TAXES (AS RESTATED, NOTE 14) (CONTINUED)

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

The Company has net operating loss carryovers of $10,207,000 to offset future
income tax.  The net operating losses expire as follows:

<TABLE>
<CAPTION>
<S>                                                                    <C>
December 31,2019                                                       $ 112,829
            2020                                                         559,797
            2021                                                       2,603,465
            2022                                                       6,021,946
            2023                                                         908,963
</TABLE>

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.


                                                                              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.


                                                                              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.

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


                                                                              17
<PAGE>
                         PLANETLINK COMMUNICATIONS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 8 - EMPLOYEE STOCK INCENTIVE PLAN (CONTINUED)

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.

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.

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


                                                                              18
<PAGE>
<TABLE>
<CAPTION>
                            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, 2003:
                                                                             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>

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
----------------------------------------------------------------------------------------
<C>            <S>         <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>


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


                                                                              19
<PAGE>
                         PLANETLINK COMMUNICATIONS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 9- EQUITY TRANSACTIONS (CONTINUED)

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 (AS RESTATED, NOTE 14)

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 $908,963 (see Note 14) 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 $10,207,000 (see Note
14).

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 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.


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


                                                                              20
<PAGE>
                         PLANETLINK COMMUNICATIONS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

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 (AS RESTATED, NOTE 14)

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

<TABLE>
<CAPTION>
                                                 2003             2002
--------------------------------------------------------------------------
<S>                                          <C>              <C>
REVENUE
  Satellite television service               $   451,675      $  1,026,256
</TABLE>

NOTE 14 - RESTATEMENT OF PRIOR AND CURRENT YEAR'S FINANCIAL STATEMENTS (AS
RESTATED)

Restatement of Current Year's Financial Statements

In conjunction with reconciling the amount due to the current President of the
Company, as an officer for loans advanced by him to the Company, in anticipation
of the Company paying off the obligation to him, as well as the Company's
preparation for the issuance of the financial statements for the year ended
December 31, 2004, management discovered that loans received from him during
2003 were erroneously classified as revenue for that year. There was a total of
$307, 438 of such advances misclassified to revenue during the first and second
quarter of the year ended December 31, 2003.  The Company also failed to accrue
interest due the President on the above advances in the amount of $26,668 and
did not recognize unreimbursed expenses paid directly by the President to its
vendors in the amount of $22,375.

These errors resulted in an understatement of the Company's previously reported
net loss for the year ended December 31, 2003 of $356,481, of which $308,438 is
attributed to the previously reported revenue for that year being overstated and
operating expenses and interest expense being understated by $22,375 and
$26,668, respectively. In addition, these errors also resulted in an
understatement of previously reported total liabilities at December 31, 2003 by
$356,481 and an understatement of accumulated deficit in the same amount. As
such, the officer's loan payable as now reflected, based on this second
restatement of the financial statements for the year ended December 31, 2003, is
$307,438 higher than previously reported, and accounts payable and accrued
expenses are $49,043 higher than previously reported.


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


                                                                              21
<PAGE>
                         PLANETLINK COMMUNICATIONS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================

NOTE 14 - RESTATEMENT OF PRIOR AND CURRENT YEAR'S FINANCIAL STATEMENTS (AS
RESTATED) (CONTINUED)

Restatement of Prior Year's Financial Statements

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.


                                                                              22
<PAGE>