UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                Amendment No. 1

(Mark one)

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 (no fee required)

      For the fiscal year ended December 31, 2002

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

                     For the transition period ____ to ____

                         Commission file number 0-31763

                         PLANETLINK COMMUNICATIONS, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

          Georgia                                         58-2466623
          -------                                         ----------
(State or other jurisdiction of              (I.R.S.Employer identification No.)
       incorporation)

 5040 Rosewell Road, Suite 250, Atlanta, GA                  30342
 ------------------------------------------                  -----
 (Address of principal executive offices)                  (Zip code)

       Registrant's telephone number, including area code: (404) 781-0777

       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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period as 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB/A or any
amendment to this Form 10-KSB/A. [ ]

Issuer's revenues for its most recent fiscal year: $1,026,256

As of March 28, 2003, there were 23,429,143 shares of the issuer's common stock
issued and outstanding. There is no active trading market in the shares of the
issuer's common stock at the date of the filing of the Form 10-KSB. Affiliates
of the Issuer own 20,210,286 shares of the Issuer's issued and outstanding
common stock. 3,218,857 shares are held by non-affiliates. Affiliates for the
purposes of this Annual Report refer to the officers, directors and/or persons
or firms owning 5% or more of Issuer's common stock, both of record and
beneficially and affiliates thereof.

Documents incorporated by reference: The Company's Registration Statement on
Form 10-SB/12g, filed on October 12, 2000 and the Annual Report to security
holders for fiscal year ended December 31, 2001, incorporated in Part III, Item
13.

<PAGE>

THIS AMENDMENT TO OUR ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2002, FILED WITH THE COMMISSION ON MARCH 31, 2003, IS BEING FILED
BECAUSE OUR FINANCIAL STATEMENTS AND NOTES HAVE BEEN RE-AUDITED BY OUR
ACCOUNTANTS. EXCEPT FOR THE RE-AUDITED FINANCIAL STATEMENTS AND NOTES, AND THE
CURRENT DATES, NO OTHER CHANGES HAVE BEEN MADE TO OUR ANNUAL REPORT ON FORM
10-KSB FILED WITH THE COMMISSION ON MARCH 31, 2003.

<PAGE>

TABLE OF CONTENTS

<TABLE>
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                                                                                                    Page
<S>                                                                                                  <C>
                                              PART I
Item 1. Description of Business.                                                                      3
Item 2. Description of Property.                                                                     20
Item 3. Legal Proceedings.                                                                           21
Item 4. Submission of Matters to a Vote of Security Holders.                                         21

                                              PART II
Item 5.  Market for Common Equity and Related Stockholder Matters.                                   22
Item 6.  Management's Discussion and Analysis                                                        26
Item 7.  Financial Statements.                                                                       29
Item 8.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.       38

                                             PART III
Item 9.   Directors, Executive Officers, Promoters and Control Persons.                              39
Item 10. Executive Compensation.                                                                     42
Item 11. Security Ownership of Certain Beneficial Owners and Management.                             43
Item 12. Certain Relationships and Related Transactions.                                             43
Item 13. Exhibits and Reports on Form 8-K.                                                           44
Item 14. Control and Procedures                                                                      44
</TABLE>


                                       2
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

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 satellite television services and products
rather than through the sale of telecommunications services. At present, we
generate substantially all of our revenues by providing television services
through our satellite EchoStar dealer operations and related products and
services. The related products and services available from our provider include
StarBand, which we believe is the country's first consumer two-way satellite
based Internet service.

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

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

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

Status of Recent Developments and Public Announcements


                                       3
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At present, we operate 6 retail stores marketing our EchoStar products and
services and during 2003 we plan to open an additional 6 to 12 retail stores
including our retail kiosks in the metropolitan area of Atlanta and Southeast of
the United States. Based upon the market research study from Eagle Research, we
identified the technology of the Global Positioning System (GPS) as an emerging
consumer category that the Company could commercially enter. As a result, during
2002 and continuing in fiscal 2003, our business strategy is to also focus on
new products using GPS and satellite-enabled technology.

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

Our retail stores presently offer our satellite television systems and satellite
high-speed Internet access. The Company also plans on adding GPS related
products under the trade name PlaneTrak, 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 to the know the speed at
which their children are driving and the location of their vehicle. This same
device also is valuable to for businesses to locate their vehicles and employees
and know the speed of their vehicles;

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

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

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

Industry Overview

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

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


                                       4
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The North American direct broadcast satellite market represents a large niche
market for potential customers.

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

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

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

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

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

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

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


                                       5
<PAGE>

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

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

Business Objective and Strategy

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


                                       6
<PAGE>

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

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

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

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

-     improving our customer acquisition operations; and

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

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

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

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

See the discussions under "Pricing of our Products and Services" below. During
2003, we intend to develop a franchise program for our retail stores to increase
our customer base.

Pursue Strategic Acquisition. Consolidation trends in the markets we operate in
may present opportunities for strategic acquisitions by PlanetLink. While we
have no acquisitions planned at the present, by becoming a public reporting
company, we believe, will facilitate our ability to pursue acquisitions. Our
criteria for strategic acquisitions will be to pursue well-run, established
telecommunications retailers, installation companies, long-distance telephone
service providers with capacities to accommodate growth, that complement our
existing operations, and that are able to achieve an acceptable return on our
investment. We will also commit our capital resources as we deem appropriate to
increase the efficiency and productivity of our business operations.
Potential acquisition candidates are evaluated based upon our ability to:

-     expand our customer base and improving our customer relationships;

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

-     increase utilization of our existing distribution capacity;

-     generate cost savings;

-     add to our technology portfolio; and

-     open new market opportunities.


                                       7
<PAGE>

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

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 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, 2002, we had approximately
2,050 subscribers for our satellite television services in Georgia and the
Southeast US.

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, 2002, we had
approximately 50 subscribers for StarBand in Georgia and the Southeast US.

Customer Base and Principal Markets, Dependence on One or Few Major Customers

EchoStar Customers.
As of December 31, 2002, we had 2,050 EchoStar satellite television customers
which is an increase of 105% from the customer base of 1,000 at December 31,
2001. We are not dependent upon any single customer, and for the year ended
December 31, 2002, no customer accounted for more than 10% 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.


                                       8
<PAGE>

Internet Access Customer.
As of December 31, 2002, we had 50 satellite broadband Internet customer. We
have no major customer that we depend on. 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, 2002, no customer accounted for more than 10% of our
sales.

Competitive Business Conditions and our Position in the Industry

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

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

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

Competition in the Internet Access Market.


                                       9
<PAGE>

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

Methods of Competition

We believe we have the following competitive advantages:

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

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

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

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


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Expand Existing Market and Enter New Geographic Markets.
We plan to increase revenues and realize economies of scale by aggressively
expanding into new metropolitan markets and increasing penetration in our
existing markets. We believe that we can achieve competitive cost advantages in
our target markets through the combination of competitive pricing and and
superior customer service. As of December 31, 2002, we have and had
approximately 60 small business customers and approximately 2,030 residential
customers for our products and services. We expect to have increasing customer
growth during 2003.

Strong Customer Relationships. Our service teams work closely with our customers
to satisfy current and anticipated future needs. Our relationships with our
customers resulted in a reputation for quality. We have been doing business for
over 2 years and have on-going relationships with customers since our inception.

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

Employee Relations

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

Government Regulation

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


                                       11
<PAGE>

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

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

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.


                                       12
<PAGE>

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

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


                                       13
<PAGE>

Proprietary Rights, Trademarks and Licenses

We have filed one patent with the United States Patent and Trademark Office
regarding the design of our retail units, which is pending.


                                       14
<PAGE>

                                  RISK FACTORS

Shareholders and potential investors should carefully consider the risk factors
set forth below. You Should Carefully Consider The Following Risk Factors and
Other Information in this Form 10-KSB/A before Investing in PlanetLink's Common
Stock.

                                  INDUSTRY RISK

COMPETITION; THE COMPETITIVE LANDSCAPE CHANGES CONSTANTLY
We operate in a very competitive business environment involving the
telecommunications industry. Competition in telecommunications may affect our
ability to increase our customer base and generate revenues. The barriers to
entry in the markets in which we operate, direct broadcasting satellite
television service, and Internet access, are relatively low in that the initial
capital investment required to enter these markets is minimal. Therefore, there
are a large number of small businesses, many of them local, who resell DBS and
Internet access services to consumers. These small businesses typically focus on
a single city or relatively limited area. Although the geographic range of these
types of competitors is limited, many of these companies are fiercely
competitive with us in their fees for services and some of these companies have
greater financial resources and longer operating history than we do. Our direct
broadcast satellite business faces competition from other current or potential
multi-channel programming distributors, including other direct broadcast
satellite operators, direct-to-home distributors, cable operators, wireless
cable operators and Internet which may be able to offer more competitive
packages or pricing than we or EchoStar can provide. In addition, the direct
broadcast satellite industry is still evolving and recent or future competitive
developments could adversely affect us.

REGULATIONS COULD ADVERSELY AFFECT US
As a distributor for direct broadcast satellite service including enhanced
high-speed satellite based Internet access, we are not directly subject to rate
regulation or certification requirements by the Federal Communications
Commission ("FCC") or state public utility commissions because we are not
engaged in the provision of common carrier services. However, the communications
service providers for whom we act as a sales agent are subject to varying
degrees of federal, state and local regulation. Many aspects of regulation at
the federal, state and local levels currently are subject to judicial review or
are the subject of administrative or legislative proposals to modify, repeal, or
adopt new laws and administrative regulations and policies, the results of which
we are unable to predict. The United States Congress and the FCC have in the
past, and may in the future, adopt new laws, regulations and 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 (1) 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, (2) by the adoption of new laws, policies or
regulations, (3) by changes in existing laws, policies or regulations, including
changes to their interpretations or applications, that modify the present
regulatory environment, or (4) by the failure of certain rules or policies to
change in the manner anticipated by us.


                                       15
<PAGE>

RAPID TECHNOLOGICAL CHANGE, RISKS ASSOCIATED WITH NEW PRODUCTS AND SERVICES
The industry we operate in 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 entails significant technical risks as well as
costs. There can be no assurance that we will be successful in (i) maintaining
and improving our customer base, computer systems and web site, (ii) effectively
identifying and using new technologies in the DBS business, (iii) adapting our
products and services to emerging industry standards or (iv) developing,
introducing and marketing products and service enhancements or new products and
services including our plan for new GPS tracking products. Furthermore there can
be no assurance that we will not experience difficulties that could delay or
prevent the successful development, introduction or marketing of these products
and services, or that our new product and service enhancements will adequately
meet the requirements of the marketplace and achieve market acceptance. If we
are unable, for technical or other reasons, to develop our DBS resale and
Internet access business activities and introduce new products and services or
the enhancement of our existing products and services in a timely manner in
response to changing market conditions or customer requirements, or if potential
new products and services do not achieve market acceptance, our business,
results of operations or financial condition could be materially and adversely
affected.

COMPETITION IN THE DIRECT BROADCASTING SATELLITE MARKET IS INTENSE AND GROWING;
WE MAY BE UNABLE TO COMPETE EFFECTIVELY
The DBS market is highly competitive, and we expect competition to intensify in
the future. DBS television systems face competition from several sources, such
as traditional hard-wire cable companies, wireless cable, and other alternative
methods of distributing and receiving television transmissions. In areas where
terrestrial air broadcast signals can be received without cable television,
cable television systems have also experienced competition from the availability
of broadcast signals generally and have found market penetration more difficult.
We do not have significant market share in any of our markets. Our competitors
in each of our existing and future markets have greater financial, technical,
marketing and other resources, including brand or corporate name recognition,
than we do. In addition, a continuing trend towards business combinations and
alliances in this industry may create significant new competitors for us. Many
of these combined entities will have resources far greater than ours. These
combined entities may provide bundled packages of communications video
programming or cable services, including local, long distance and digital
subscriber line services, that compete directly with the services we now offer
or may offer in the future. These entities may also offer services sooner and at
more competitive rates than we do. No assurance can be given that we will
compete successfully with hard-wire cable and other pay television systems, or
other companies engaged in providing services provided by us.


                                       16
<PAGE>

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

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

                                  COMPANY RISK

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


                                       17
<PAGE>

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, 2002, we have
incurred operating losses of $9,298,037 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;

-     expand our market share;

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

-     increase our product availability;

-     automate our operations;

-     advertise in an effective yet cost efficient manner;

-     retain our key employees; and

-     manage growth successfully.

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


                                       18
<PAGE>

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

WE MAY LOSE OUR ECHOSTAR RIGHTS AFTER THE INITIAL TERM OF OUR AGREEMENTS
We may or may not be able to continue in the EchoStar business after the current
EchoStar satellites are replaced. If we can continue, we cannot predict what it
will cost us to do so. Our revenues and financial performance would be adversely
affected if we are not able to continue in the EchoStar business for the reasons
described above.

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

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


                                       19
<PAGE>

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

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

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

LACK OF PROFITABILITY
We may not achieve profitability in the near term, if at all. During the year
ended December 31, 2002, we incurred an operating loss of $6,021,946. Since our
inception, we have incurred operating losses and have had negative operating
cash flows each fiscal year. Notwithstanding our increase in revenues of 82%
from 2001 to 2002, 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.


                                       20
<PAGE>

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 the Company's independent auditors in Note 11 to the Company's financial
statements, there is substantial doubt as to the Company's ability to continue
as a going concern. 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.

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 person" 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.


                                       21
<PAGE>

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

PENDING OR THREATENED LEGAL PROCEEDINGS
During the last quarter of fiscal 2002, 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 relates to the offer or sale of
investment opportunities or securities of the Company in or from Georgia and
related matters by the Company's former chairman/chief executive officer or
other persons. The Company responded to the subpoena prior to the end of 2002.
The matter is ongoing and the Company intends to use reasonable efforts to
resolve the matter. The Company is unable to determine or predict the outcome of
the matter or the impact, if any, from this investigation. If the Company is
unable to resolve the matter with the State of Georgia and if any further
investigation or subsequent proceeding results, there could be a determination
adverse to the Company, that could materially adversely effect the Company and
its financial condition. However, at the date of this report, the Company is
unable to predict the outcome of this matter or any impact that it may have upon
the Company. Reference is also made to the disclosure in Item 3, Legal
Proceedings below.

                                 INVESTMENT RISK

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


                                       22
<PAGE>

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 (i) the timing and nature of expansion
efforts in both new and existing markets, (ii) the introduction of new products
or services and the market response to those introductions, (iii) the timing and
nature of sales transactions for online services and other products and
services, (iv) relationships with our customers, (v) seasonal trends, (vi)
changes in pricing policies or service offerings, (vii) changes in the level of
marketing and other operating expenses to support future growth, (viii)
competitive factors and (ix) general economic conditions. Consequently,
quarterly revenues and operating results may fluctuate significantly, and we
believe that period-to-period comparisons of results will not necessarily be
meaningful and should not be relied upon as an indication of future performance.

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


                                       23
<PAGE>

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

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

OUR SHARES WILL BE CONCENTRATED AMONG MANAGEMENT; OUR PRESIDENT OWNS 52% OF OUR
SHARES
Our president owns 52% of our outstanding shares and as a result, he has the
voting power to be able to elect all directors, who in turn have the right to
designate all of our officers. By virtue of his control, he will have
substantial influence over fundamental corporate transactions (such as certain
mergers and sales of assets) requiring stockholder approval. Further, the
Company's officers and directors own 63% of our outstanding shares.


                                       24
<PAGE>

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 PlanetLink remaining
current in its 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 PlanetLink 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
PlanetLink's Certificate of Incorporation, as amended authorizes a total of
50,000,000 PlanetLink Shares. We anticipate that we will authorize additional
PlanetLink Shares, which may be issued from time to time. The future issuance of
all or part of the remaining authorized PlanetLink 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 PlanetLink Shares in the future may
impact the trading price in our Shares. We also may issue restricted PlanetLink
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.

PENNY STOCK REGULATION
The PlanetLink shares are deemed a penny stock. Penny stocks generally are
equity securities with a price of less than $5.00 per share other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ Stock Market, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system. Our securities are subject to "penny stock rules" that impose additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors (generally
those with assets in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 together with their spouse). For transactions covered by these rules,
the broker-dealer must make a special suitability determination for the purchase
of such securities and have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the "penny stock rules" require the delivery, prior
to the transaction, of a disclosure schedule prescribed by the Commission
relating to the penny stock market. The broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered representative
and current quotations for the securities. Finally, monthly statements must be
sent disclosing recent price information on the limited market in penny stocks.
Consequently, the "penny stock rules" may restrict the ability of broker-dealers
to sell our securities. The foregoing required penny stock restrictions will not
apply to our securities if such securities maintain a market price of $5.00 or
greater. There can be no assurance that the price of our securities will reach
or maintain such a level.


                                       25
<PAGE>

                           FORWARD-LOOKING STATEMENTS

This Form 10-KSB/A contains certain forward-looking statements, including
statements regarding (i) anticipated changes in our business, (ii) future plans
regarding our business, and (iii) the our strategic initiatives. Such
forward-looking statements can be identified by the use of forward-looking
terminology, such as "believes," "expects," "may," "will," "should,"
"estimates," or "anticipates" or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy. Such
statements are subject to certain risks and uncertainties, including those
discussed below, which could cause actual results to differ materially from
those that are expressed or implied from such forward-looking statements. These
forward-looking statements speak only as of the date hereof. All of these
forward-looking statements are based on estimates and assumptions made by us,
which although believed to be reasonable, are inherently uncertain and difficult
to predict; therefore, undue reliance should not be placed upon such
forward-looking statements. As a result, no assurance is given that future
results expressed or implied from such forward-looking statements will be
achieved.


                                       26
<PAGE>

The information and factors contained herein, among others, in addition to the
information described under Risk Factors, could cause us not to achieve results
that are expressed or implied by forward-looking statements contained herein, or
could otherwise cause our results of operations to be adversely affected in
future periods. These include: (i) continued or increased competitive pressures
from existing competitors and new entrants into the markets we operate in, (ii)
unanticipated costs related to the implementation of our growth and operating
strategies, (iii) loss of key member of management, (iv) inability to negotiate
favorable terms with customers and suppliers, in particular EchoStar and
StarBand, (v) increases in costs of borrowing, if any, (vi) our inability to
achieve our cost savings initiatives, to achieve synergies from acquisitions
and/or to strengthen our customer base, (vii) deterioration in general or
regional economic conditions, which have an impact on the sale of our products
and services, (viii) adverse state or federal legislation or regulation that
increases the costs of compliance, or adverse findings by a regulator with
respect to our existing operations, (ix) adverse determinations in connection
with potential future litigation or other material claims and judgments against
our company, (x) inability to achieve future sales levels or other operating
results that support our cost savings initiatives, (xi) the unavailability of
funds for capital expenditures, and (xii) lack of acceptance by the market for
PlanetLink shares or the value of PlanetLink shares from time to time in the
trading market, if any.


                                       27
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTIES.

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

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Retail  Location                                                Monthly    Space in       Lease Expiration
                                                                   Rent     Sq. Ft.
-----------------------------------------------------------------------------------------------------------
<S>                                                               <C>       <C>          <C>
Southlake Mall, 1000 Southlake Mall, Morrow, GA 30260             $4,320     100          October 31, 2003
-----------------------------------------------------------------------------------------------------------
Arbor Place Mall, 6700 Douglas Blvd.,  Douglas, GA                $2,050      96             July 31, 2003
-----------------------------------------------------------------------------------------------------------
North Point Mall, 1000 North Point Circle, Alpharetta GA 30022    $4,200      40          October 31, 2003
-----------------------------------------------------------------------------------------------------------
North Lake Mall, 1000 Northlake Mall, Atlanta, GA 30022           $3,200     957            March 31, 2004
-----------------------------------------------------------------------------------------------------------
Stonecrest Mall, 2929Turner Hill Road, Lithonia GA 30038          $3,900     952        September 30, 2003
-----------------------------------------------------------------------------------------------------------
Conyers Store, 1360 Dogwood Drive, Suite 200, Conyers, GA 30012   $2,476    1,400        December 31, 2005
-----------------------------------------------------------------------------------------------------------
</TABLE>

Our leased executive offices and other facilities are well maintained and in
good operating condition. We believe that our facilities have adequate
capacities to meet the demands of anticipated growth. Our strategy with respect
to our plan during 2003 to open 6 to 12 new retail stores or kiosks should
provide us with adequate capacity for our planned growth. See "Business
Objective and Strategy" above.


                                       28
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

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

During the last quarter of fiscal 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 relates to the offer or sale of
investment opportunities or securities of the Company in or from Georgia and
related matters by the Company's former chairman/chief executive officer or
other persons. The Company responded to the subpoena prior to the end of 2002.
The matter is ongoing and the Company intends to use reasonable efforts to
resolve the matter. The Company is unable to determine or predict the outcome of
the matter or the impact, if any, from this investigation. If the Company is
unable to resolve the matter with the State of Georgia and if any further
investigation or subsequent proceeding results, there could be a determination
adverse to the Company, that could materially adversely effect the Company and
its financial condition. However, at the date of this report, the Company is
unable to predict the outcome of this matter or any impact that it may have upon
the Company.

The Company learned on or about March 13, 2003 that Company's former chairman
and chief executive officer had been subject to a criminal proceeding not
related to the business or operations of the Company. 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. The Company was
not a party to this proceeding and has not received any claim nor has it been
threatened with any action with respect to this proceeding. As a result, the
Company does not believe that it will be materially adversely effected by the
legal proceeding or the order or restitution. The Company received the written
resignation from Mr. Aladesuyi on March 25, 2003. Reference is made to the
disclosure under Item 9. "Directors, Executive Officers, Promoters and Control
Persons" below.

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

During the fiscal year ended December 31, 2002, no matter was submitted to a
vote security holders through the solicitation of proxies or otherwise.


                                       29
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a) Market Price.

There has been a limited trading market for the Company's shares since our
common stock became subject to quotation on the NASDAQ OTCBB on August 14, 2002.
The following table sets forth the high and low bid prices of our shares on the
NASDAQ OTC:BB since our common stock became subject to quotation. These prices
reflect inter-dealer prices, without retail mark-ups, markdowns or commissions,
and may not necessarily represent actual transactions.

Fiscal Year 2002                                      High                  Low
----------------
Third Quarter Ending September 30,                    $3.50                $1.25
Period Ending December 31,                            $2.25                $0.51

Fiscal Year 2003
----------------
Period Ending March 28, 2003                          $1.00                $0.10

(b) Holders.

As of December 31, 2002, there were approximately 85 shareholders of record not
including shares held in street name.

(c) Dividends.

The Company has not paid any dividends to date, and has no plans to do so in the
immediate future.

(d) Securities authorized for issuance under equity compensation plans.

PlanetLink has not adopted an option plan nor does it have outstanding options
to purchase shares of Common Stock. However, as successor company of Fifth
Avenue Acquisition I Corp., we may choose to adopt Fifth Avenue's option plan,
which provides for the issuance of up to 1 million Shares. Reference is made to
Fifth Avenue's Annual Report on Form 10-KSB for the year ended December 31,
2000, filed with the SEC on February 2, 2001, and specifically to as Exhibit
10(iii) for information regarding the Fifth Avenue Stock Option Agreement.


                                       30
<PAGE>

Recent Sales of Unregistered Securities

The following information is given with regard to unregistered securities sold
by PlanetLink during the past three years, including the dates and amounts of
securities sold; the persons to whom we sold the securities; the consideration
received in connection with such sales and if the securities were issued or sold
other than for cash, the description of the transaction and the type and amount
of consideration received.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                              Amount of
                              Securities
Date               Title        Sold            Persons                               Cash or non-cash consideration
----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>         <C>              <C>                                   <C>
                   Common
5/1/1999           Stock       426,475          Kay Aladesuyi                         Shares issued for cash
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
5/1/1999           Stock       284,310          Valerie Aladesuyi
----------------------------------------------------------------------------------------------------------------------------------
                   Common                       Aladesuyi, Valerie Y., Officer        Shares issued for cash
11/30/2000         Stock       87,750           and Director
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
8/22/2000          Stock       50,000           Harold Jackson, Director
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
12/31/2002         Stock       450,000          Harold Jackson, Director
----------------------------------------------------------------------------------------------------------------------------------
                   Common                       Kayode Aladesuyi, President and       Shares  issued  for  services  at $.38  per
7/1/2001           Stock       5,045,811        Director                              share
----------------------------------------------------------------------------------------------------------------------------------
                   Common                       Aladesuyi, Valerie Y., Officer        Shares  issued  for  services  at $.38  per
7/1/2001           Stock       127,940          and Director                          share
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares  issued  for  services  at $.38  per
7/1/2001           Stock       750,000          Immediate Aladesuyi Family            share
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
6/15/2001          Stock       50,000           Dunn, Leontyne, Director
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
7/1/2001           Stock       12,500           Onipede, Iyabo, Director
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
7/1/2001           Stock       50,000           Walker, Robert, Director
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
7/1/2001           Stock       100,000          Williams, Dr. Melvin, Director
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares  issued  for  services  at $.20  per
1/1/2000           Stock       450,000          GFS Investments                       share
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares  issued  for  services  at $.20  per
1/1/2000           Stock       86,125           CD Ventures                           share
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares  issued  for  services  at $.20  per
1/9/2000           Stock       30,000           Bradiq Limited                        share
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares  issued  for  services  at $.20  per
1/31/2000          Stock       1,000            John Simmons                          share
----------------------------------------------------------------------------------------------------------------------------------
                   Common
1/4/2000           Stock       5,250            Vincent & Darci Manella               Shares issued for cash
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
1/4/2000           Stock       5,000            Bradley Walton
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
1/4/2000           Stock       6,000            Eric-Morgan Johnson
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
1/4/2000           Stock       17,500           Kyle Dixon
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
1/4/2000           Stock       6,250            Clarence Powell
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       31
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>         <C>              <C>                                   <C>
                   Common                                                             Shares issued for cash
4/27/2001          Stock       8,000            Adam Sokoloff
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
1/4/2000           Stock       1,000            Megan Blackwell
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
1/4/2000           Stock       11,250           William Johnson
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
1/4/2000           Stock       4,000            Booze, Andre
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
1/4/2000           Stock       3,000            Brown, Janet
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
1/4/2000           Stock       2,500            Epps, Kenya
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
1/4/2000           Stock       2,500            Lowery, Leneithra
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
1/4/2000           Stock       4,000            Maddox, Kelvin
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
1/4/2000           Stock       2,500            Reid, Jacqueline
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
1/4/2000           Stock       15,250           Tillman, Howard
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
4/27/2001          Stock       5,000            Tillman, Howard
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
1/13/2000          Stock       15,000           Clark, Janet
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
1/21/2000          Stock       5,000            Hill, Judy C.
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
2/23/2000          Stock       10,000           A2Z Professional Services
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
2/23/2000          Stock       15,000           Anthony Campbell
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
3/3/2000           Stock       25,000           Keith Nelson Bond
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
3/3/2000           Stock       37,500           Jarrette Braithewaite
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
3/3/2000           Stock       100,000          Bond, Keith Nelson
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
3/31/2000          Stock       2,500            Collin-Hassan, Vicki
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
5/15/2000          Stock       200,000          Tunji Odegbami
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
7/24/2000          Stock       50,000           Dawn Ferguson
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
7/24/2000          Stock       12,500           Ed Phelps
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
7/24/2000          Stock       2,500            Carmen Lopez
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
9/7/2000           Stock       5,000            Stone Mountain Investments
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
11/30/2000         Stock       18,750           Jerry Webber
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
5/2/2001           Stock       20,000           Keshi, Joseph
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
11/30/2001         Stock       50,000           Keshi, Joseph
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       32
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>         <C>              <C>                                   <C>
                   Common                                                             Shares issued for cash
12/9/2000          Stock       12,000           Mitchell, Morgan
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
9/7/2000           Stock       25,000           Ira Sokolloff
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
7/24/2000          Stock       2,500            Tillman, Hubert
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
7/24/2000          Stock       2,500            Smith, Ernest and Tonja
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
12/9/2000          Stock       500              Tang, Michael K.K.
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
5/30/2000          Stock       5,000            Evans, Tracy
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for cash
7/24/2000          Stock       2,500            Tillman, Betty
----------------------------------------------------------------------------------------------------------------------------------
                   Common
5/30/2000          Stock       1,000            Robert Taylor                         Shares issued for cash
----------------------------------------------------------------------------------------------------------------------------------
                   Common
5/30/2000          Stock       500              Julian Carter                         Shares issued for cash
----------------------------------------------------------------------------------------------------------------------------------
                   Common
7/24/2000          Stock       2,500            Weaver, Anthony                       Shares issued for cash
----------------------------------------------------------------------------------------------------------------------------------
                   Common
11/30/2000         Stock       12,500           Arnold Cink                           Shares issued for cash
----------------------------------------------------------------------------------------------------------------------------------
                   Common
6/11/2001          Stock       6,250            Randy Gray                            Shares issued for cash
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares  issued as part of merger with Fifth
7/11/2001          Stock       185,093          Thomas J. Craft, Jr.                  Avenue Acquisition 1 Corporation
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares  issued as part of merger with Fifth
7/11/2001          Stock       185,093          Richard Rubin                         Avenue Acquisition 1 Corporation
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares  issued as part of merger with Fifth
7/11/2001          Stock       92,546           Ivo Heiden                            Avenue Acquisition 1 Corporation
----------------------------------------------------------------------------------------------------------------------------------
                   Common
8/3/2001           Stock       2,500            Mitchell Stephens                     Shares issued for cash
----------------------------------------------------------------------------------------------------------------------------------
                   Common
5/30/2000          Stock       10,000           Gay, Arunious                         Shares issued for cash
----------------------------------------------------------------------------------------------------------------------------------
                   Common
5/30/2000          Stock       14,500           Jones, Karhan                         Shares issued for cash
----------------------------------------------------------------------------------------------------------------------------------
                   Common
10/3/2001          Stock       20,000           Barr, Thomas                          Shares issued for cash
----------------------------------------------------------------------------------------------------------------------------------
                   Common
10/3/2001          Stock       2,500            Arnaut, Nichole                       Shares issued for cash
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for services at $2.25 per
8/1/2002           Stock       14,000           Jonathan Rosser                       share
----------------------------------------------------------------------------------------------------------------------------------
                   Common
8/1/2002           Stock       1,000            Harold Hastings JTTEN                 Shares issued to repay loan
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for services at $2.25 per
8/1/2002           Stock       266,000          Kaye Aladesuyi                        share
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued to repay loan
8/1/2002           Stock       3,000            Douglas A. & Douglas E. Gilliard
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued to repay loan
8/1/2002           Stock       2,000            James M. Combee
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued to repay loan
8/1/2002           Stock       2,000            Eric Davis
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued to repay loan
8/1/2002           Stock       1,500            James Jackson JTTEN
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       33
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>         <C>              <C>                                   <C>
                   Common                                                             Shares issued to repay loan
8/1/2002           Stock       1,000            Michael Parker
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued to repay loan
8/1/2002           Stock       1,000            Cheryl Perry
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for services at $2.25 per
8/1/2002           Stock       10,000           Sherry Richardson                     share
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued to repay loan
8/1/2002           Stock       200              Mark Anthony
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued to repay loan
8/1/2002           Stock       100              Barbara Gordon
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued to repay loan
8/1/2002           Stock       100              Jessee Morgan
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued to repay loan
8/1/2002           Stock       24,000           Eric Morgan Johnson
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued to repay loan
8/1/2002           Stock       1,000            Sylvia Rosser
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued to repay loan
8/1/2002           Stock       1,000            Kenneth Thompson
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued to repay loan
8/1/2002           Stock       8,000            Darrell Carver
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued to repay loan
8/1/2002           Stock       1,800,000         Harold Jackson
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued to repay loan
8/1/2002           Stock       1,000            Barbara Wilkey
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for services at $2.25 per
8/1/2002           Stock       1,100            Wayne Heggett                         share
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for services at $2.25 per
8/1/2002           Stock       10,000           Small  Cap Voice                      share
----------------------------------------------------------------------------------------------------------------------------------
                   Common                                                             Shares issued for services at $2.25 per
8/1/2002           Stock       25,000           V Finance                             share
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) We relied upon Section 4(2) of the Act as the basis for the exemption from
the registration requirements of the Act and there was no public solicitation
involved. The shares of restricted common stock were issued or sold to private
investors, employees, officers and directors. All recipients either received
adequate information about the Company or had access, through employment or
other relationships, to such information.

The calculation of the sale price of restricted shares, as discussed herein,
takes into consideration that the Company was a private company with no trading
market and therefore its securities are not considered liquid instruments. The
prices at which the Company's restricted shares were issued and sold was
determined by the Company's management based upon the lack of marketability of
the restricted shares, that fact that no trading market ever existed for the
Company's securities, and the disadvantages of having a minority equity
investment in a private company. The management believes that all issuances and
sales of restricted shares were fair under the circumstances and at the dates of
the respective transactions.


                                       34
<PAGE>

ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS

Forward-Looking Statements; Market Data

Forward-Looking Statements: This report and other statements issued or made from
time to time by the Company contain statements which may constitute
"Forward-Looking Statements" within the meaning of the Securities Act of 1933,
as amended and the Securities Exchange Act of 1934 by the Private Securities
Litigation Reform Act of 1995, 15 U.S.C.A. Sections 77Z-2 and 78U-5 (SUPP.
1996). Those statements include statements regarding the intent, belief or
current expectations of the Company, its officers and directors and the officers
and directors of the Company's subsidiaries as well as the assumptions on which
such statements are based. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those contemplated by such forward-looking statements.

We make forward-looking statements in this management discussion and analysis.
These forward-looking statements include, but are not limited to, statements
about our plans, objectives, expectations, intentions and assumptions and other
statements that are not historical facts. We generally intend the, words
"expect", "anticipate", "intend", "plan", "believe", "seek", "estimate" and
similar expressions to identify forward-looking statements.

This discussion contains certain estimates and plans related to the industry in
which we operate. The estimates and plans assume that certain events, trends and
activities will occur, of which there can be no assurance. In particular, we do
not know what level of growth in the industry we operate in, and particularly in
the satellite industry. If our assumptions are wrong about any events, trends
and activities, then our estimates for future growth from our business
operations may also be wrong. There can be no assurance that any of our
estimates as to our business growth will be achieved.

Results of Operations

PlanetLink is also referred to as "the Company", "we", "us" and "our".

Results of Operations - For the Year Ended December 31, 2002 compared to the
Year Ended December 31, 2001

Revenues. Our revenues increased to $1,026,256 for the year ended December 31,
2002 compared to revenues of $574,079 in fiscal year 2001, or an increase by
79%. This increase is primarily attributable to revenues related to the sale of
EchoStar dish networks and related products through growth of our network and
our retail locations.

Cost of revenues. Our cost of revenues consist primarily of costs associated
with the wholesale cost of buying dish satellite equipment from EchoStar and
costs associated with distribution of such equipment. We had cost of revenues of
$669,725 for the year ended December 31, 2002 compared to cost of revenues of
$461,114 during the year 2001, or an increase by 45%. We expect cost of goods
sold to increase in future periods only to the extent that our sales volume
increases.


                                       35
<PAGE>

Gross Margin. We improved our gross profit margin from 19.68% in 2001 to 34.74%
in 2002.

Operating Expenses. Our operating expenses consist primarily of payroll and
related taxes, expenses for executive and administrative personnel, facilities
expenses, professional and consulting services expenses, travel and other
general corporate expenses. We had operating expenses for the year ended
December 31, 2002 of $2,340,768 compared to operating expenses of $2,790,329 in
the 2001.
Our operating expenses are expected to decrease as a percentage of revenue in
future periods because our existing operating infrastructure is expected to
allow increases in revenues without having to incrementally add operating
expenses. However, we expect these expenses to increase in absolute dollars as
we continue to expand our network of retail locations and incur additional costs
related to the growth of our business and being a public company.

Loss from Operations. We had a loss from operations of $1,984,237 for the year
ended December 31, 2002 compared a loss from operations of $2,677,364 for the
year 2001. The loss from operations is mainly attributable to increased costs
associated with expanding our network of retail locations.

Other Income (expenses).

In the year ended December 31, 2002, we had $4,037,709 in total other income
(expenses) compared to $42,983 in 2001. Loan conversion costs included within
total other income (expenses) accounted for $4,012,875 in 2002 and $41,157 in
2001. Interest expense included within total other income (expenses) was $24,993
for 2002 and $3,715 for 2001.

Net Loss. Our net loss for the year ended December 31, 2002 was $6,021,946
compared to a net loss of $2,603,465 in 2001. The aggregate cost of commons
stock issued for services and loan conversion costs on shares issued to satisfy
debt accounted for $4,748,950 of the net loss for the year ended December 31,
2002, while aggregate cost accounted for $2,286,045 of the net loss in 2001.

Liquidity and Capital Resources.

At December 31, 2002, we had total current assets of $22,071 compared to $11,421
at December 31, 2001. We had $22,071 receivable on December 31, 2002 compared to
$11,421 on December 31, 2001. We believe that our accounts receivable are fully
collectable.


                                       36
<PAGE>

We had net fixed assets of $64,286 at December 31, 2002 compared to net fixed
assets of $41,152 at December 31, 2001. We had total assets of $168,326 on
December 31, 2002 compared to total assets of $53,148 at December 31, 2001.
During fiscal 2002, we capitalized software valued at $75,293, which attributed
to the increase in total assets.

Our total current liabilities increased insignificantly to $1,613,860 compared
to total current liabilities of $366,085 at December 31, 2001. This increase is
principally due to loans payable to our current president. We had no long-term
liabilities as of December 31, 2002 and December 31, 2001.

Net cash used in operating activities was $1,075,228 for the year ended December
31, 2002 compared to $162,414 in 2001. This use of cash is principally the
result of our net loss in each year, offset by the non-cash aggregate impact of
the cost of common stock issued for services and loan conversion costs for
shares issued to satisfy debt discussed under "Results of Operations" above.

Net cash used in investing activities was $117,569 in 2002 compared to cash used
for investing activities of $46,885 in 2001. During fiscal year 2002, we
invested $75,293 in software development.

Net cash provided by financing activities was $1,192,797 for the year ended 2002
compared to cash provided by financing activities of $208,169 in 2001. We
received significant funding from our current president, Mr. Dewey Bain, to
finance our negative cash flow from operations.

We do not have existing capital resources available that are sufficient to fund
our operations and capital requirements as presently planned over the next
twelve months. The Company anticipates that funding from affiliated persons will
be its primary source of funding to finance its operating expenses and/or its
negative cash flow from operations.

We may determine to seek to raise funds from the sale of equity or debt
securities or other borrowings, as part of our intent to fund our expansion and
our negative cash flow from operations. We cannot predict whether equity or debt
financing will become available at terms acceptable to us, if at all. We
anticipate that in connection with funding our business expansion and negative
cash flow from operations, we may issue additional shares. If such additional
shares are issued, our shareholders will experience a dilution in their
ownership interest. If additional shares are issued in connection with such
activities, a change in control may occur. Our limited resources may make it
difficult to raise capital. We do not have any arrangements with any parties to
secure additional financing at present. Our inability to secure additional
financing may have a materially adverse effect on our financial condition and
future prospects.


                                       37
<PAGE>

As described by the Company's independent auditors in Note 11 to the Company's
financial statements, there is substantial doubt as to the Company's ability to
continue as a going concern. 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.


                                       38
<PAGE>

ITEM 7. FINANCIAL STATEMENTS


                         PLANETLINK COMMUNICATIONS, INC.
                          AUDITED FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                           DECEMBER 31, 2002 AND 2001
<PAGE>

                                    CONTENTS

================================================================================

INDEPENDENT AUDITORS' REPORT                                                1


FINANCIAL STATEMENTS
   Balance sheets                                                          2-3
   Statements of operations                                                 4
   Statements of changes in stockholders' deficit                          5-6
   Statements of cash flows                                                7-8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                 9-10

NOTES TO THE FINANCIAL STATEMENTS                                         11-18
<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, 2002 and 2001, 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 audits.

We conducted our audits in accordance with generally accepted auditing standards
in the 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 audits provide 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, 2002 and 2001, 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.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 11 to the
financial statements, the Company has suffered recurring losses from operations,
and is dependent upon shareholders 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.

As discussed in Note 12 to the consolidated financial statements, certain errors
were made in the application of accounting principles, resulting in the
understatement of the previously reported net loss for the years ended December
31, 2002 and 2001 of $4,754,075 and $2,279,908, respectively. 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 years ended December 31, 2002 and 2001 of $7,033,987 and
$2,279,908, respectively. Finally, a discharge of indebtedness in the amount of
$116,822 during the year ended December 31, 2001 was erroneously classified as
other income, rather than as an extraordinary item in the statement of
operations for that year. 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 both the financial statements for the
years ended December 31, 2002 and 2001 have been restated to correct for these
errors.

/s/ Kahn Boyd Levychin

Kahn Boyd Levychin,
Certified Public Accountants

February 23, 2003, except information restated to correct for misapplications of
accounting principles as to which the date is February 26, 2004 (Note 12)


                                                                               1
--------------------------------------------------------------------------------
99 Wall Street, 10th Floor New York, NY 10005                     (212) 843-4100
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001
================================================================================

                                                          2002            2001
--------------------------------------------------------------------------------
                                     ASSETS
CURRENT ASSETS
   Accounts receivable                                  $ 22,071        $ 11,421
--------------------------------------------------------------------------------
     TOTAL CURRENT ASSETS                                 22,071          11,421
--------------------------------------------------------------------------------
FIXED ASSETS
   Furniture and equipment                                91,176          48,900
--------------------------------------------------------------------------------
                                                          91,176          48,900
   Less: accumulated depreciation                         26,890           7,748
--------------------------------------------------------------------------------
     NET FIXED ASSETS                                     64,286          41,152
--------------------------------------------------------------------------------
OTHER ASSETS
   Capitalized software costs                             75,293              --
   Security deposits                                       6,676             575
--------------------------------------------------------------------------------
     TOTAL OTHER ASSETS                                   81,969             575
--------------------------------------------------------------------------------
     TOTAL ASSETS                                       $168,326        $ 53,148
================================================================================
See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                                                               2
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001
================================================================================

<TABLE>
<CAPTION>
                                                              2002           2001
                                                          (AS RESTATED,   (AS RESTATED,
                                                             NOTE 12)       NOTE 12)
----------------------------------------------------------------------------------------
<S>                                                        <C>            <C>
                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
   Cash overdraft                                          $    14,930    $       329
   Accounts and accrued expenses payable                       276,321        223,811
   Payroll taxes payable                                       235,234         92,366
   Line of credit payable (Note 1)                              49,579         49,579
   Officer's loan payable (Note 2)                           1,037,796             --
----------------------------------------------------------------------------------------
     TOTAL CURRENT LIABILITIES                               1,613,860        366,085
----------------------------------------------------------------------------------------
     TOTAL LIABILITIES                                       1,613,860        366,085
----------------------------------------------------------------------------------------
STOCKHOLDERS' DEFICIT
   Common stock (50,000,000 shares $.001 par value
      authorized, 11,427,463 and 9,254,643 shares issued
         and outstanding respectively)                          11,428          9,255
   Additional paid-in capital (as restated)                  7,841,075      2,953,899
   Accumulated deficit (as restated)                        (9,298,037)    (3,276,091)
----------------------------------------------------------------------------------------
     TOTAL STOCKHOLDERS' DEFICIT                            (1,445,534)      (312,937)
----------------------------------------------------------------------------------------
     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT           $   168,326    $    53,148
========================================================================================
</TABLE>
See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                                                               3
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                             STATEMENT OF OPERATIONS
                               FOR THE YEARS ENDED
                           DECEMBER 31, 2002 AND 2001
================================================================================

<TABLE>
<CAPTION>
                                                                       2002            2001
                                                                   (AS RESTATED,   (AS RESTATED,
                                                                      NOTE 12)       NOTE 12)
-------------------------------------------------------------------------------------------------
<S>                                                                <C>             <C>
REVENUE
   Satellite television service                                    $  1,026,256    $    564,332
   Internet access                                                        9,747
-------------------------------------------------------------------------------------------------
TOTAL REVENUE                                                         1,026,256         574,079
-------------------------------------------------------------------------------------------------
COST OF REVENUE
   Satellite television service                                         669,725         461,114
-------------------------------------------------------------------------------------------------
TOTAL COST OF REVENUE                                                   669,725         461,114
-------------------------------------------------------------------------------------------------
GROSS PROFIT                                                            356,531         112,965
Operating expenses, including cost of common stock issued
  for services of $736,075 in 2002 and $2,244,888 in 2001
    (Note 10, as restated)                                            2,340,768       2,790,329
-------------------------------------------------------------------------------------------------
LOSS FROM OPERATIONS (as restated)                                   (1,984,237)     (2,677,364)
-------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE)
   Miscellaneous income                                                     159           1,889
   Interest expense                                                     (24,993)         (3,715)
   Loan conversion costs (Note 10)                                   (4,012,875)        (41,157)
-------------------------------------------------------------------------------------------------
TOTAL OTHER INCOME (EXPENSE) (as restated)                           (4,037,709)        (42,983)
-------------------------------------------------------------------------------------------------
NET LOSS BEFORE EXTRAORDINARY ITEM (as restated)                     (6,021,946)     (2,720,347)
-------------------------------------------------------------------------------------------------
EXTRAORDINARY ITEM (as restated)
   Discharge of indebtedness, net of income taxes of $0 (Note 3)             --         116,882
-------------------------------------------------------------------------------------------------
TOTAL EXTRAORDINARY ITEM (AS RESTATED)                                       --         116,882
-------------------------------------------------------------------------------------------------
NET LOSS (as restated)                                             $ (6,021,946)   $ (2,603,465)
=================================================================================================
Loss per weighted average shares of common stock
     outstanding (as restated)                                     $     (.5924)   $     (.6004)

Weighted average number of shares of common stock
     outstanding                                                     10,165,117       4,336,345
</TABLE>

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


                                                                               4
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                               FOR THE YEAR ENDEDS
                           DECEMBER 31, 2002 AND 2001
================================================================================

<TABLE>
<CAPTION>
                                                           Additional                      Total
                                             Common         paid-in      Accumulated    stockholders'
                                              stock         capital        deficit        deficit
-----------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>            <C>            <C>
DECEMBER 31, 2002 (AS RESTATED, NOTE 12)
Balance, December 31, 2001,
  as restated                              $     9,255    $ 2,953,899    $(3,276,091)   $  (312,937)
Common stock issued to repay
  loans (Note 10)                                1,845      4,151,429                     4,153,274
Common stock issued for
   services (as restated, Note 10)                 328        735,747                       736,075
Net loss                                                                  (6,021,946)    (6,021,946)
-----------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 2002                  $    11,428    $ 7,841,075    $(9,298,037)   $(1,445,534)
=====================================================================================================
DECEMBER 31, 2001 (AS RESTATED, NOTE 12)
Balance, December 31, 2000
   as previously reported                  $   277,307    $    42,627    $  (531,651)   $  (211,717)
Prior period adjustment
   (as restated ,Note 12)                       95,245                      (140,975)       (45,730)
-----------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2000
   AS ADJUSTED                                 372,552         42,627       (672,626)      (257,447)
Common stock issued to repay
  loans (as restated, Note 10)                  45,730         41,157                        86,887
Common stock issued for cash                   112,850        103,350                       216,200
Common stock issued for services
   (as restated, Note 10)                    1,181,520      1,063,368                     2,244,888
Recapitalization of shares of
  Planetlink Communications,
    Inc., as acquirer (as restated,
      Note 8)                               (1,703,860)     1,703,860                            --
Common stock issued
   to shareholders of Fifth Avenue
     Acquisition I Corporation
      as acquiree (as restated,
        Note 8)                                    463           (463)                           --
Net loss                                                                  (2,603,465)    (2,603,465)
-----------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31,
   2001                                    $     9,255    $ 2,953,899    $(3,276,091)   $  (312,937)
=====================================================================================================
</TABLE>

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


                                                                               5
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
            STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (CONTINUED)
                               FOR THE YEAR ENDEDS
                           DECEMBER 31, 2002 AND 2001
================================================================================

RECAP OF COMMON STOCK SHARES ISSUED AND OUTSTANDING

Balance, December 31, 2000                                             2,091,410
Common stock shares issued for cash                                      564,250
Common stock shares issued for services                                5,907,601
Common stock shares issued to repay loans                                228,650
Common stock shares issued in Fifth Avenue Acquisition I Corporation
  acquisition                                                            462,732
--------------------------------------------------------------------------------
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
================================================================================
See auditors' report, the summary of significant accounting policies, and the
accompanying notes to the financial statements.


                                                                               6
<PAGE>

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

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

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

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


                                                                               7
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                      STATEMENT OF CASH FLOWS (AS RESTATED)
                               FOR THE YEAR ENDED
                                DECEMBER 31, 2001
================================================================================

CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                         $(2,603,465)
   Adjustments to reconcile net loss to net cash used by operating
     activities
       Depreciation                                                       7,345
       Cost of common stock issued for services                       2,244,888
       Loan conversion costs                                             41,157
       Discharge of indebtedness                                       (116,882)
   Changes in operating assets and liabilities
       Decrease in accounts receivable                                  122,101
       Increase in accounts and accrued expenses payable                 98,404
       Increase in payroll taxes payable                                 44,038
--------------------------------------------------------------------------------
NET CASH USED BY OPERATING ACTIVITIES                                  (162,414)
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of office equipment                                      (46,885)
--------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES                                   (46,885)
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from sales of common stock                                216,200
     Decrease in officer's loan payable                                  (8,360)
     Cash overdraft                                                         329
--------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                               208,169
--------------------------------------------------------------------------------
DECREASE IN CASH AND CASH AND CASH EQUIVALENTS                           (1,130)
Cash and cash equivalents, beginning of year                              1,130
--------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR                              $        --
================================================================================

SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
    Cash paid during the year for:
       Interest expense                                             $       683
       Income taxes                                                          --

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


                                                                               8
<PAGE>

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

Organization

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

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

Cash and cash equivalents

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

Accounting basis and revenue recognition

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

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

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

Estimates

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

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


                                                                               9
<PAGE>

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

Fixed assets

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

                                                                     Estimated
Description                                                          useful life
--------------------------------------------------------------------------------
Furniture and fixtures                                               7 years
Equipment                                                            5 years

Capitalized software costs

Capitalized software costs are recorded at cost. Amortization will be computed
using the straight line method over 5 years once the total costs have been
incurred, and the asset has been placed in service.

Income taxes

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

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

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


                                                                              10
<PAGE>

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

NOTE 1 - LINE OF CREDIT

The Company has a line of credit with Citizens Trust Bank. The line of credit
accrues interest at 7.5% per annum.

NOTE 2 - OFFICERS' LOAN PAYABLE

Officers' loans payable is as follows:

                                                            2002         2001
--------------------------------------------------------------------------------
Demand note from the Company's President that
 accrues interest at 10% per annum. The note is due
   on demand                                             $  990,264   $       --
Other advances from Company's President                      25,000
Demand note from the Company's former CEO that
   was non-interest bearing                                  22,532           --
--------------------------------------------------------------------------------
                                                         $1,037,796   $       --
================================================================================

NOTE 3 - DISCHARGE OF INDEBTEDNESS (as restated - see Note 12)

Discharge of indebtedness of $116,882 represented amounts payable to BellSouth,
a vendor, from prior periods that were not paid by the Company. The amounts
payable to BellSouth were payables incurred during the ordinary course of the
Company's business operations. The Company has been informed by BellSouth that
this liability has been written off by them and accordingly the liability has
been removed from the Company's balance sheet and the amount has been recorded
as an extraordinary item, forgiveness of debt, during 2001.

NOTE 4 - INCOME TAXES

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

                                                          2002           2001
--------------------------------------------------------------------------------
Net operating loss to be carried forward               $2,324,509     $  819,023
Less: valuation allowance                               2,324,509        819,023
--------------------------------------------------------------------------------
Net deferred tax asset                                 $       --     $       --
================================================================================

The Company incurred no Georgia state income tax expense for the years ended
December 31, 2002 and 2001, and utilized no tax carryforward losses.


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


                                                                              11
<PAGE>

                         PLANETLINK COMMUNICATIONS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
================================================================================
NOTE 4 - INCOME TAXES (CONTINUED)

The Company has a net operating loss carryover of $9,298,037 to offset future
income tax. The net operating losses expire as follows:

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

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. The future minimum rental payments for these
obligations are as follows:

December 31, 2003                                                  $      52,416
             2004                                                         54,513
             2005                                                          9,085

NOTE 6 - LITIGATION

The Company has received a subpoena by the Office of the Secretary of State,
State of Georgia, Assistant Commissioner of Securities, relating to an
investigation or proceedings being conducted under the Georgia Security Act of
1973. The investigation or proceedings relate to the offer or sale of investment
opportunities or securities of the Company in or from Georgia and related
matters. The matter is ongoing and the Company intends to use its reasonable
efforts to resolve the matter. The Company is unable to determine or predict the
outcome of the matter or the impact, if any, from the investigation. If the
Company is unable to resolve the matter with the State of Georgia and the
investigation or proceedings result in a determination adverse to the Company,
it could result in further action against the Company or an order or award,
which could have a material adverse effect on the capitalization of the Company
and the Company.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Apart from the litigation case mentioned in Note 6, there are various 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.


                                                                              12
<PAGE>

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

NOTE 8 -MERGER WITH FIFTH AVENUE ACQUISITION I CORPORATION (as restated - see
Note 12)

On July 11, 2001, pursuant to an agreement and plan of merger, the Company
issued 462,732 shares of common stock to the shareholders of Fifth Avenue
Acquisition I Corporation in exchange for all 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.

For accounting purposes the acquisition has been treated as a recapitalization
of the shares of the Company with the Company as the acquirer (reverse
acquisition). The historical financial statements prior to July 11, 2001 are
those of the Company. Pro forma information giving effect to the acquisition as
if the acquisition had taken place on January 1, 2001 would be substantially the
same as of the date of the merger since Fifth Avenue Acquisition I Corporation
had no operating assets or equity.

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 common
shares. This resulted in a charge to common stock and a simultaneous credit to
additional paid-in capital of $1,703,860 by the Company. In addition, the
Company issued 462,732 shares of its $.001 common shares to the holders of Fifth
Avenue Acquisition I Corporation, resulting in a credit to common stock of $463
and a simultaneous charge of $463 to additional paid-in capital by the Company.

NOTE 9- COMMON STOCK SPLIT (as restated - see Note 12)

Coincident to the merger described in Note 8, the Company effectuated a 5 for 1
forward split of its $1 par value common stock. The consolidated financial
statements of the Company for the years ended December 31, 2001 and 2000 have
been adjusted to reflect the split as if it had taken place prior to the
recording of the reverse acquisition of Fifth Avenue Acquisition I Corporation,
with Company common shares having a $.20 par value.

NOTE 10 - COMMON STOCK ISSUED FOR SERVICES AND COMMON STOCK ISSUED TO REPAY
LOANS (as restated - see Note 12)

On July 11, 2001 coincident to the Company's acquisition of Fifth Avenue
Acquisition I Corporation, the Company issued 6,136,251 shares of common stock
principally to the former CEO of the Company and members of his family and
certain members of the Board of Directors of the Company, of which 5,907,601
shares were issued for services.

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


                                                                              13
<PAGE>

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

NOTE 10 - COMMON STOCK ISSUED FOR SERVICES AND COMMON STOCK ISSUED TO REPAY
LOANS (as restated - see Note 12) (CONTINUED) The Company has reflected a charge
to operating expenses of $2,244,888 for the year ended December 31, 2001 to
record the issuance of these shares for services. The Company also issued
228,650 shares in satisfaction of loans outstanding to directors coincident to
the acquisition. The Company has reflected a charge within other income
(expense) of $41,157 for the year ended December 31, 2001 to record "debt
conversion costs" associated with the issuance of the shares issued in
satisfaction of loans.

In August 2002 the Company identified a "market maker" to facilitate the trading
of its share in the "Over the Counter" public securities market. Coincident to
this activity 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.

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

<TABLE>
<CAPTION>
                                                                                      Loans
                                                                      Amount        contributed
                  Recipient                          Additional      charged to     to pay for
Shares issued     of shares       Common stock     paid-in capital    expense         stock
-----------------------------------------------------------------------------------------------
<S>               <C>             <C>               <C>            <C>              <C>
                  Member
                  of the
 1,800,000        Board           $      1,800      $  4,048,200   $  3,948,400(B)  $  101,600
-----------------------------------------------------------------------------------------------
 1,800,000                               1,800         4,048,200       3,948,400       101,600
-----------------------------------------------------------------------------------------------
                  Former
                  CEO of the
   266,000        Company                  266           598,234        598,500
    61,200        Other                     62           137,513        137,575
-----------------------------------------------------------------------------------------------
   327,200                                 328           735,747        736,075(A)
-----------------------------------------------------------------------------------------------
    45,800        Other                     45           103,229         64,475(B)       38,800
-----------------------------------------------------------------------------------------------
 2,173,000                        $      2,173      $  4,887,176   $  4,748,950     $   140,400
===============================================================================================
</TABLE>


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


                                                                              14
<PAGE>

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

NOTE 10 - COMMON STOCK ISSUED FOR SERVICES AND COMMON STOCK ISSUED TO REPAY
LOANS (as restated - see Note 12) (CONTINUED)

Below is a summary of common stock issued during the year ended December 31,
2001:

<TABLE>
<CAPTION>
                                                                                         Loans
                                                                        Amount        contributed
                  Recipient                         Additional        charged to       to pay for
Shares issued     of shares      Common stock     paid-in capital      expense           stock
-----------------------------------------------------------------------------------------------------
<S>               <C>              <C>               <C>              <C>                 <C>
                  Member
   450,000        of the Board         90,000           72,200

   114,250        Other                22,850           31,150
-----------------------------------------------------------------------------------------------------
   564,250  (C)                       112,850          103,350
-----------------------------------------------------------------------------------------------------
                  Former
                  CEO of the
                  Company
 5,907,601        and family        1,181,520         1,063,368        2,244,888
-----------------------------------------------------------------------------------------------------
 5,907,601                          1,181,520         1,063,368        2,244,888(A)
-----------------------------------------------------------------------------------------------------
                  Members of
   228,650        the Board            45,730            41,157           41,157(B)        45,730
-----------------------------------------------------------------------------------------------------
 6,700,501                          1,340,100         1,207,875        2,286,045           45,730
-----------------------------------------------------------------------------------------------------
                  Fifth Avenue
                  Acquisition I
   462,732        Corporation             463              (463)
-----------------------------------------------------------------------------------------------------
 7,163,233                         $1,340,563        $1,207,412       $2,286,045          $45,730
=====================================================================================================
</TABLE>

A - Common stock issued for services
B - Loan conversion costs
C - Shares sold directly for cash

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


                                                                              15
<PAGE>

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

NOTE 11 - GOING CONCERN

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

The Company has incurred net losses of $6,021,946 and $2,603,465, respectively,
for the years ended December 31, 2002 and 2001, and as of December 31, 2002 had
incurred cumulative losses since inception of $9,298,037.

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 12 - PRIOR PERIOD ADJUSTMENTS AND RESTATEMENTS OF PRIOR AND CURRENT YEARS'
FINANCIAL STATMENTS

Restatement of current years' 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, as discussed in Note 10, 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. During the year
ended December 31, 2001, 6,136,251 shares of common stock consisting of shares
issued for services and shares issued to convert debt to equity, as discussed in
Note 10, were not measured based on fair value, an error resulting in an
understatement of net loss of $2,279,908. In addition, additional paid-in
capital was also understated by $ 1,068,793.

During the year ended December 31, 2001, the Company erroneously accounted for
the acquisition of a passive non-operating public shell company with no assets,
which acquisition is discussed in Note 8. The effect of this error was to
understate additional paid in capital by $1,221,115, and overstate common stock
in the same amount.

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


                                                                              16
<PAGE>

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

NOTE 12 - PRIOR PERIOD ADJUSTMENTS AND RESTATEMENTS OF PRIOR AND CURRENT YEARS'
FINANCIAL STATEMENTS (CONTINUED)

During the year ended December 31, 2001, the Company erroneously classified the
discharge of indebtedness of $116,882 described in Note 3 in the statement of
operations, as other income. This amount has been reclassified as an
extraordinary item.

Both financial statements for the years ended December 31, 2002 and 2001 have
been revised to correct for these errors.

Restatement of prior year's financial statements

During the year ended December 31, 2001, a change was made to the Company's
accumulated deficit to properly account for the following items:

<TABLE>
<CAPTION>
<S>                                                                         <C>
Common shares issued for services in 2000 that was not reflected
  previously                                                                $ 140,975
Common shares issued in 2001 for consideration received in 1999:
  Amount should have been recorded as a loan and was incorrectly recorded
    as an increase in common stock and additional paid-in capital             (45,730)
---------------------------------------------------------------------------------------
                                                                            $  95,245
=======================================================================================
</TABLE>

For the year ended December31, 2000 the adjustments increased accumulated
deficit by $140,975, increased common stock by $95,245, and increased loan
payable by $45,730. In addition operating expenses and net loss for the year
ended December 31, 2000 were increased by $140,975.

NOTE 13 - 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.


                                                                              17
<PAGE>

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

NOTE 14 - SEGMENT INFORMATION

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

                                                        2002             2001
--------------------------------------------------------------------------------
REVENUE
   Satellite television service                      $1,026,256       $  564,332
   Internet access                                           --            9,747
--------------------------------------------------------------------------------
TOTAL REVENUE                                        $1,026,256       $  574,079
================================================================================

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


                                                                              18
<PAGE>


                                    PART III

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

Pursuant to the Company's Certificate of Incorporation and its By-Laws, the
members of the Board of Directors serve for one-year terms. The Company's
directors and executive officers during the year ended December 31, 2002 are:

<TABLE>
<CAPTION>
Name                     Age                                     Position
----                     ---                                     --------
<S>                       <C>      <C>
M. Dewey Bain                      President since October 2002, a Director since August 2002 and since
                          52                            March 2003 also Treasurer
Harold Jackson            41                            Chairman since March 2003
Dr. Melvin Williams       49                                     Director
Iyabo Onipede             39                                     Director
Jonathan Rosser           58                                     Director
Darrell Carver            39                                     Director
Ed Phelps                 31                                     Director
Kayode A. Aladesuyi       42                           Former President and CEO (1)
Valerie Y. Aladesuyi      37                        Former Secretary and Director (2)
</TABLE>

M. Dewey Bain, President, Treasurer and Director. Mr. Bain was appointed
president in October 2002 and elected to the Company's 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 Corp. (J.A.G.) of the United States Army Reserves for ten
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, Chairman. Mr. Jackson became Chairman of the Company 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.


                                       39
<PAGE>

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

Iyabo Onipede, Director. Ms. Onipede is practicing law in Atlanta since her
admission to the Georgia Bar in 1990. Over the last ten years, she has worked in
the residential real estate business. In 1994, she founded the Johnson Firm,
P.C., a law firm specialized in real estate law. Mr. Onipede graduated from
Goucher College in Towson, Maryland in 1985. In 1989, she graduated from
Georgetown University Law School. Ms. Johnson has not held any position in a
reporting public company during the last five years.

Jonathan Rosser, Director. Mr. Rosser became a Director of the Company in March
2003. Mr. Rosser has been a Georgia realtor for over eighteen years and he has
been an independent entrepreneur for more than thirty 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, Esquire, Director. Mr. Carver became a director of the Company
in March 2003. Mr. 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.


                                       40
<PAGE>

Ed Phelps, Director. Mr. Phelps became a director of the Company in March 2003.
Mr. Phelps graduated with a B.S. in Accounting and Marketing from Southern
University A & M and a B.A. in Illustration and Design from the School of Visual
Arts. Presently, he is the President and CEO of Studio VIS, Inc., a web site
development and hosting services firm. He is also the CEO and co-founder of
BlackPolitics.com. Mr. Phelps has 14 years of awarding-winning experience in
communications design, advertising and creative services. Specifically, he has
worked for the Turner Broadcasting System, Inc. in advertising, graphic design,
and production graphics design. In 1993, after leaving TBS, Mr. Phelps began
consulting. His most notable clients are The Atlanta Committee for the Olympic
Games, Turner Broadcasting System, Turner Home Satellite, CNN, The City of
Atlanta Bureau of Cultural Affairs, The Department of Aviation, Progressive
Insurance, and the Atlanta Department of Planning, Development and Neighborhood
Conservation. Mr. Phelps has not held any position in a reporting public company
during the last five years.

(1)Kayode A. Aladesuyi, Former President, CEO and Director. Mr. Aladesuyi was
the founder and had been the Company's CEO and President from its inception in
May 1999 until his resignation submitted to the board of directors at a meeting
held on March 25, 2003. The board of directors accepted the resignation of Mr.
Aladesuyi after was first informed in March 2003 that Mr. Aladesuyi had plead
guilty in United States District Court for the Northern District of
Georgia/Atlanta Division to possession of fraudulently obtained securities
(financial instruments). This conviction was unrelated to the Company's
securities nor was it related to any public company or entity. Prior to this
information being received by the Company, present management had no knowledge
of this proceeding. The plea resulted in a sentence of 11 months followed by
three years supervised probation. In connection with the Company's inquiry of
this matter, the Company received a copy of the judgment, conviction and plea
dated February 28, 2002. We understand that in connection with his guilty plea,
Mr. Aladesuyi was ordered to make restitution of a total of $68,500 to five
individuals. Prior to founding PlanetLink, he founded Vision Records Atlanta, a
music production company and one of the pioneers in the Atlanta music market. In
1996, Mr. Aladesuyi entered the film and television industry and started the
Loud Entertainment Group. Loud Entertainment Group produced a series of regional
programs, which were also aired on the UPN and WB networks including the
production of the African American Soap Opera "Sweet Auburn". Loud Entertainment
Group is currently managed by an independent consulting company. Until 1994, Mr.
Aladesuyi had been an accountant and principal at Associated Management and
Financial Services, a tax and financial planning firm. During that time he has
assisted several small and mid-size business owners in starting and developing
businesses in the metropolitan area of Atlanta, Georgia. Mr. Aladesuyi has not
held any position in a reporting public company during the last five years.


                                       41
<PAGE>

(2) Valerie Yvette Wells-Aladesuyi, Former Secretary and Director. Mrs.
Wells-Aladesuyi is Human Resource Benefits Manager at Lumenor, an Atlanta,
Georgia corporation. At PlanetLink, she had been responsible for all aspects of
the Company's payroll, benefits and human resources. Mrs. Aladesuyi was
terminated as the Company's secretary and removed as a director on March 25,
2003. Mrs. Wells-Aladesuyi has over ten years experience in human resources,
benefits and payroll matters and provides such services also to other small
business. Prior to joining Lumenor, Mrs. Wells-Aladesuyi was a Payroll
Specialist for The Coca-Cola Company in Atlanta. In this position, she managed
and processed the payroll for the Cole-Cole syrup and beverages plants and
retail stores for the U.S. market. Mrs. Wells-Aladesuyi also worked in corporate
staffing at Coca-Cola. She started her career in a non-profit organization,
SciTek, where she was responsible for the creation and development of SciTek's
Human Resource Department. Mrs. Wells-Aladesuyi attended Auburn University and
continues her education at Kennesaw State University. Mrs. Wells-Aladesuyi is a
member of the Society of Human Resource Managers (SHRM). Mrs. Wells-Aladesuyi
has not held any position in a reporting public company during the last five
years.

Section 16(a) Beneficial Ownership Reporting Compliance.

Name of Officer/Director                                          Forms Filed
------------------------                                          -----------
M. Dewey Bain, President, Treasurer and Director                     Form 3
Harold Jackson, Chairman                                          Form 3 and 5
Dr. Melvin Williams, Director                                     Form 3 and 5
Iyabo Onipede, Director                                           Form 3 and 5
Johnathan Rosser, Director                                           Form 3
Darrel Carver, Director                                              Form 3
Ed Phelps, Director                                                  Form 3


                                       42
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------

                                                            Long Term Compensation
                                                   -----------------------------------------

                         Annual Compensation                    Awards             Payouts
--------------------------------------------------------------------------------------------

     (a)       (b)    (c)      (d)        (e)             (f)             (g)        (h)         (i)
-----------------------------------------------------------------------------------------------------------

Name and      Year   Salary   Bonus   Other Annual Restricted Stock   Securities   LTIP       All other
Principal                             Compensation       Award        Underlying   Payouts  compensation
Position                                                              Options/SAR
-----------------------------------------------------------------------------------------------------------
                               ($)        ($)             ($)             (#)        ($)         ($)
                      ($)
-----------------------------------------------------------------------------------------------------------
<S>           <C>      <C>      <C>     <C>                <C>             <C>        <C>         <C>
M. Dewey      2002     0        0       $598,500           0               0          0           0
Bain,
President,
Treasurer and
Director (1)
-----------------------------------------------------------------------------------------------------------
Kayode A.     2002     0        0          0               0               0          0           0
Aladesuyi,
Former
President,
CEO and
Chairman
-----------------------------------------------------------------------------------------------------------
Kayode A.     2001     0        0          0       $2,244,888(2)(3)        0          0           0
Aladesuyi,
Former
President,
CEO and
Chairman
-----------------------------------------------------------------------------------------------------------
Kayode A.     2000     0        0          0               0               0          0           0
Aladesuyi,
Former
President CEO
and
Chairman
-----------------------------------------------------------------------------------------------------------
</TABLE>

(1 The Company issued 266,000 restricted shares to Mr. Aladesuyi for services
provided as officer and director at $2.25 per share.

(2) The Company issued 5,045,811 restricted shares to Mr. Aladesuyi for services
provided as officer and director at .38 per share. In addition the Company
issued 111,790 shares to his wife Valerie Aladesuyi and 750,000 shares to other
members of his family at $.38 per share.

(3) Mr. Aladesuyi resigned as an officer and director pursuant to a written
letter submitted to the board of directors on March 25, 2003. The Company
understands that Mr. Aladesuyi has granted voting rights with respect to these
share to his wife, Valerie Y. Aladesuyi, former secretary and a director.

No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by the Company for the benefit of the
management. None of the Company's executive officers have an employment
agreement.


                                       43
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth each person known by the Company to be the
beneficial owner of five percent or more of the Company's Common Stock as of the
most recent practicable date, all directors individually and all directors and
officers of the Company as a group. Except as noted, each person has sole voting
and investment power with respect to the shares shown.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                          Amount of Stock   Common Stock
Name                                                                       Beneficially    Beneficially
                                                                              owned(1)         Owned
-----------------------------------------------------------------------------------------------------------
<S>                                                                       <C>         <C>      <C>
M. Dewey Bain, President, Treasurer and Director                             12,025,000        50.33%
5040 Rosewell Road, Suite 250
Atlanta, GA 30342
-----------------------------------------------------------------------------------------------------------
Harold Jackson, Chairman of the Board,                                       2,300,000         9.81%
5040 Rosewell Road, Suite 250
Atlanta, GA 30342
-----------------------------------------------------------------------------------------------------------
Dr. Melvin Williams, Director
5040 Rosewell Road, Suite 250                                                 100,000          0.43%
Atlanta, GA 30342
-----------------------------------------------------------------------------------------------------------
Iyabo Onipede, Director                                                        12,500          0.05%
5040 Rosewell Road, Suite 250
Atlanta, GA 30342
-----------------------------------------------------------------------------------------------------------
Johnathan Rosser, Director                                                     14,000          0.06%
5040 Rosewell Road, Suite 250
Atlanta, GA 30342
-----------------------------------------------------------------------------------------------------------
Darrell Carver, Director
5040 Rosewell Road, Suite 250                                                  8,000           0.03%
Atlanta, GA 30342
-----------------------------------------------------------------------------------------------------------
Ed Phelps, Director                                                            12,500          0.05%
5040 Rosewell Road, Suite 250
Atlanta, GA 30342
-----------------------------------------------------------------------------------------------------------
Kayode A. Aladesuyi,                                                      5,738,286(2)(3)      24.49%
165 West Wieuca Road, Suite 205
Atlanta, GA 30342
-----------------------------------------------------------------------------------------------------------
All directors and executive officers (7 persons)                             14,472,000        62,90%
-----------------------------------------------------------------------------------------------------------
</TABLE>

(1) Based upon 23,429,143 outstanding shares as of March 27, 2002.

(2) Does not include the 750,000 shares beneficially owned by Mr. Aladesuyi's
immediate family.

(3) Ms. Aladesuyi, spouse of Kayode A. Aladesuyi,.has the voting power of these
shares owned of record. In addition, Ms. Aladesuyi owns 500,000 shares directly.


                                       44
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company during the past two fiscal years did not enter into any transaction
or series of similar transactions that exceeded $60,000 with Company's executive
officers, directors, persons who own more than 5% of of the issued and
outstanding common stock.


                                       45
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits

<TABLE>
<CAPTION>
Exhibit    Description                                                                          Page No.
No.
<S>        <C>                                                                                     <C>
3 (i)      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 (ii)     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          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 (i)     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 (ii)    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)

10 (iii)   Stock Option Agreement                                                                  **

99 (i)     Safe-Harbor Compliance Statement for Forward-Looking Statements
           (filed as Exhibit * to the Company's Registration Statement on Form
           10-SB/12g, filed on October 12, 2000 and incorporated herein by
           reference)

99 (ii)    Chapter 607.0850 of the Florida Statutes (filed as Exhibit to the Company's              *
           Registration Statement on Form 10-SB/12g,  filed on October 12, 2000 and
           incorporated herein by reference)
</TABLE>

* Filed with the Company's Form 10-SB/12g. and incorporated by reference
herewith.

** Filed with the predecessor Company's Form 10-KSB for the year ended December
31, 2000 and incorporated by reference herewith.

(B) Reports on Form 8-K

The Company did not file a Form 8-K during the last quarter of the fiscal year
2002.

ITEM 14. CONTROL AND PROCEDURES

Based on their most recent evaluation and prior to the filing of this Form
10-KSB, the Company's President believes the Company's disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective to
ensure that information required to be disclosed by the Company in this report
is accumulated and communicated to the Company's management, including its
principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure. There were no significant
changes in the Company's internal controls or other factors that could
significantly affect these controls subsequent to the date of their evaluation
and there were no corrective actions with regard to significant deficiencies and
material weaknesses.


                                       46
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this amended annual report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date: August 23, 2004

PlanetLink Communications, Inc.
By: M. Dewey Bain, President, Treasurer and Director
/s/ M. Dewey Bain