UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


 Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
                    For the fiscal year ended MARCH 31, 2005

                        Commission file number: 000-50077

                              LINK PLUS CORPORATION
                 (Name of small business issuer in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   52-1018174
                        (IRS Employer Identification No.)

                     6996 Columbia Gateway Drive; Suite 104
                               Columbia, MD 21046
               (Address of principal executive offices)(Zip Code)

                                 (410) 953-7177
                          (Issuer's telephone number)

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

         Securities registered under Section 12(g) of the Exchange Act:
                          COMMON STOCK, $.005 PAR VALUE
                                (Title of Class)

       Check whether the issuer (1) filed all reports required to be filed
          by Section 13 or 15(d) of the Exchange Act during the past 12
       months (or for such shorter period that the registrant was required
         to file such reports), and (2) has been subject to such filing
                   requirements for the past 90 days. Yes X   No
                                                          -

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

        State issuer's revenues for its most recent fiscal year: $165,568

    Aggregate market value of the voting stock held by non-affiliates of the
                   registrant as of March 31, 2005: $3,021,657

 Number of outstanding shares of the registrant's par value $0.005 common stock
                         as of July 11, 2005: 30,846,149

                    Documents incorporated by reference: None

     Transitional Small Business Disclosure Format (Check one): Yes___; No X



<PAGE>

                              LINK PLUS CORPORATION
                                   FORM 10-KSB
                                      INDEX

                                                                            PAGE
                                     Part I


Item 1.   Description of Business............................................. 3

Item 2.   Description of Property .............................................7

Item 3.   Legal Proceedings  ..................................................7

Item 4.   Submission of Matters to a Vote of Security Holders..................7


                                     Part II

Item 5.   Market for Common Equity and Related Stockholder Matters.............8

Item 6.   Management's Discussion and Analysis or Plan of Operation............8

Item 7.   Financial Statements................................................17

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.................................17

Item 8A.  Controls and Procedures.............................................17

Item 8B.  Other Information...................................................17


                                    Part III

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a) of the Exchange Act..........18

Item 10.  Executive Compensation..............................................20

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters..........................22

Item 12.  Certain Relationships and Related Transactions......................23

Item 13.  Exhibits............................................................24

Item 14.  Principal Accountant Fees and Services..............................25


Signatures....................................................................26








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<PAGE>


                                     PART I

                     RISK FACTORS AND CAUTIONARY STATEMENTS



ITEM 1.  DESCRIPTION OF BUSINESS

When used in this Form 10-KSB, the words "expects", "anticipates", "estimates"
and similar expressions are intended to identify forward-looking statements. The
Company wishes to advise readers that actual results may differ substantially
from such forward-looking statements. Forward-looking statements include
underlying assumptions and other statements that are other than historical
facts. Such statements are subject to risks and uncertainties that could cause
actual results to differ materially from those projected, including, but not
limited to, the following: the ability of the Company to provide for its
obligations, to provide working capital needs from operating revenues, to obtain
additional financing needed for any future acquisitions, to meet competitive
challenges and technological changes, and other risks detailed in the Company's
periodic report filings with the Securities and Exchange Commission.. These
forward-looking statements speak only as of the date hereof. The Company
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any statement is based.
This discussion should be read together with the financial statements and other
financial information included in this Form 10-KSB.

BUSINESS HISTORY

Link Plus Corporation ("we" or the "Company") is a Delaware corporation formed
on April 18, 1975 as AMAF Industries, Inc. with the primary business objective
of providing products and services to the Federal Government. The Company
licensed linked compressor expander (Lincompex) technology in 1983 and made a
fundamental shift in its focus from applied engineering service to research,
development, manufacturing, and marketing of proprietary wired and wireless
communications products. The Company changed its name to Link Plus Corporation
in 1992 to reflect this new emphasis. On October 10, 2003 the Company became a
public corporation when it began trading on the Over-The-Counter Bulletin Board
market as LKPL.

In December 2003, the Company entered into a Merger Agreement ("Agreement") with
JS Technologies Corporation ("JST"), a company organized under the laws of the
State of Delaware. JST was a private-held company and was engaged in the
business of developing, marketing and selling Advanced Wireless Communication
System ("AWICS(R)") and other intellectual property and products based on the
AWICS(R) technology. In March 2004, the Company filed a Certificate of Merger
with the State of Delaware to acquire JST. Upon receipt of the approval by the
State of Delaware, JST was merged into the Company and the separate existence of
JST ceased.

Link Plus is a "fabless" telecommunications company focused on radio frequency
integrated circuits and product solutions. The Company's mission is to design,
manufacture and sell advanced wireless communications products for the growing
consumer, commercial, industrial and government electronics markets. Link Plus
solutions include an application-specific integrated circuit radio-on-a-chip, a
family of RF radio modules, signal enhancement software and chip sets, as well
as complete turnkey product solutions for Original Equipment Manufacturer
(OEM's). Moreover, this technology is covered by over 25 US and worldwide
patents with several patents pending and additional disclosures in process. Link
Plus' solutions are aimed at the high volume, attractively priced applications
where it can add value necessary to generate significant profit margins.

TECHNOLOGIES

The Company's core technology includes its radio-on-chip advanced wireless
communications system (AWICS(R)), and its linked compressor and expander
(Lincompex) technology under the trademark LinkPlus(R).

AWICS(R) includes custom application specific integrated circuit and completed
radio systems along with a network operating system (LinkNET(TM)). AWICS(R) is a
narrow-band short-range single chip radio transceiver developed in partnership
with Honeywell International, Inc. for NASA. All rights to AWICS(R) reside with
Link Plus and are covered by 13 patents. The Lincompex technology is a
communications enhancement technology developed by Bell Laboratories to improve
long-range radiotelephone communications. Link Plus has continuously improved
and miniaturized the technology. Today it is available in


                                       3

<PAGE>


a digital chipset or software. LinkPlus(R) Lincompex technology is covered by 11
patents, owned by Link Plus.

COMPANY ADDRESS & WEB ADDRESS

The Company's mailing address is 6996 Columbia Gateway Drive, Suite 104,
Columbia, MD 21046, and our telephone number is (410) 953-7177. Our website
address is www.linkplus.com.

LINK PLUS PRODUCTS

1.  Chips and Modules

Link Plus is currently offering several AWICS(R) and Lincompex products for sale
to the commercial and military OEM market place.

a)  AWICS-09325 Single-chip RF Transceiver
         o  300 MHz to 930 MHz (selectable)
         o  128 Kbps data rate

b)  LRM-A915 RF Module
         o  902 MHz to 928 MHz (selectable)
         o  128Kbps data rate
         o  50 feet range capability
         o  12.7 mm x 17.3 mm x 2.4 mm (LWH)

c)  LRM-R915 RF Module
         o  902 MHz to 928 MHz (selectable)
         o  256 Kbps data rate
         o  300 feet range capability
         o  12.7mm x 17.3 mm x 2.4 mm (LWH)

d)  LRM-A915Q LR, Long Range Module
         o  112 Kbps data rate
         o  1-mile range capability
         o  26.7 mmx 18.8mm x 2.4 mm (LWH)

e)  LRM-A915W, Long Range Module (same as above but with a 1W transmitter
amplifier for extended range).

f)  RFDK - ZiLOG Encore Processor based Development kit for the ASM module
family of radios.

g)  Lincompex Chipset
         o  Implements compression algorithm
         o  Includes DSP, CODEC, and EPROM
         o  Operation per ITU-RF.1111-1
         o  Voice compression:  48 dB
         o  Companding range:  60 dB

h)  LinkMate(R) Voice Communications Enhancement
         o  Brings Lincompex technology for HF/VHF/UHF AM/SSB radios
         o  Increases voice S/N ratio by an average of 22dB
         o  Meets ITU-RF.1111-1, MIL-STD-188-141A and FED-STD-1045 standards

i)  Lincompex Algorithm Software
         o  Implements compression algorithm in customers DSP
         o  Requires 14 Kbytes of memory

2.  System Solutions

Link Plus also designs, develops and manufactures complete, long range, two-way,
digital communications systems for several narrowband wireless applications.
These solutions include hardware and software elements and are built to unique
specification for our customers.

MARKETING STRATEGY

The market for Link Plus products is quite large. Almost any narrowband,
wireless communications and control application can benefit from the Company's
technology. Market studies indicate that over one billion units could use
AWICS(R) and/or Lincompex in their



                                       4

<PAGE>

products. AWICS(R) surpasses the competition with enhanced range, secure
communication, smaller size, and integration among components thereby offering
the OEM with increased capabilities at competitive prices. Link Plus' core
technology is in a position to be widely used by every wireless communication
device in the world because it operates in the unlicensed spectra, and it does
not conflict with cell phone standards. Therefore the total available market for
Link Plus products is several hundred million units per year.

The Company has focused primarily on four high value markets: automatic meter
reading (data acquisition), Homeland Security (logistics management). automotive
security (security systems), and secure voice systems (wireless secure
communications).

   1.    According to published statistics, the AMR market in the United States
         alone is over 280 million units with just over 25% total market
         penetration. Growth in the industry is estimated at over 15% annually.
         Link Plus has developed a suite of AMR products to provide superior
         products to existing AMR companies based on its Radio Frequency
         Intelligent Mesh (RFIM(TM)) technology. This allows the Company to
         offer the AMR industry the advantages of fixed based meter reading at
         the same cost as drive-by.

   2.    Defense of the United States against terrorist activity and protection
         of the logistics infrastructure has been a growing industry since 911.
         Link Plus has adapted the RFIM(TM) technology used for AMR to create a
         core offering that can be used in the smart tracking of products that
         are shipped into the country. Using the RFIM(TM) technology Link Plus
         can track each pallet and cargo container that moved via any mode of
         transportation both within and between countries. The RFIM(TM)
         communications protocol can pass information within it is mesh network
         to alert responders at each level of the logistics chain with situation
         specific information. Information provided by various industry sources
         estimate that this market represents hundreds of millions of units and
         that demand for integrated solutions such as RFIM(TM) is growing.

   3.    The advance of low cost long-range radio solutions has opened up new
         product capability in general world of security systems. For example,
         two-way radio capabilities for automotive security now allow the
         vehicle to notify the owner of a break in, accident in the parking lot,
         and host of other information. The same is true for home security and
         other similar applications. The Link Plus technology is well adapted
         for these applications. Published market estimates suggest that the
         automotive security market alone is $100 million and that advanced
         systems are in higher demand for both the aftermarket and OEM markets.

   4.    Wireless voice communications devices including newer wireless headsets
         have been around for many years. The most successful recent products
         have been based on the Bluetooth radio technology. However, many issues
         have arisen from this technology including the propagation of
         electronic viruses and the general lack of security in the over-the-air
         communications. Link Plus has developed a core voice technology that
         will incorporate a full encryption algorithm that will render the
         over-the-air communications completely secure. Moreover using Link
         Plus' secure headsets, users will be able to preserve the encryption
         over the long-range communication channel as well. This means that Link
         Plus will be able to provide a method for encrypting any voice
         communication channel (Voice Over Internet Protocol, cellular,
         telephone, etc).

BUSINESS DEVELOPMENT


                                       5
<PAGE>

Link Plus has signed four major contracts that will result in substantial
manufacturing and product deliveries:

   1.    Automatic Meter Reading: Link Plus has signed an original development
         manufacturer (ODM) contract for the design, development and production
         of new AMR product for water meters. The customer is contracted for
         250,000 units (value--$5.3 million). The prototype units have been
         demonstrated and final pre-production units are being completed. This
         product incorporates the advanced radio technology along with a radio
         frequency intelligent mesh (RFIM(TM)) networking and will set a new
         standard for the AMR industry. Link Plus has also begun development of
         AMR products for electric power (primary and sub-metering) and gas
         meters as well.

   2.    Automotive Security: Link Plus Corporation has signed contract for the
         design, development and eventual production of a new technology
         wireless automotive security device using the LRM module technology.
         Link Plus has completed this long range, two-way remote car
         starter/security system which won 3rd place award at 2005 Consumer
         Electronics Show (CES).

   3.    Manufacturing Agreement: Link Plus has signed an Agreement with
         Shanghai Taihang Investment and Development Company under which Taihang
         is building a dedicated hi-tech manufacturing facility for Link Plus
         products near Shanghai, China. This Agreement also commits Taihang to a
         minimum investment in Link Plus tied to ongoing production. The factory
         is already under construction.

   4.    Royalties are continuing to be received as they pertain to our
         Agreement with the U.S. Government.

COMPETITION

Link Plus AWICS(R) products are based on proven, production worthy CMOS
technology that offers low cost, low battery power, high performance solutions
in the 900 MHz frequency spectrum. In addition, the Company's expertise in
digital, RF communications, software, operating systems, and consumer product
designs enables the company to offer total system solutions as well as single
chip, AWICS(R) transceivers. This level of technical support coupled with the
ability to manufacture high volume products is industry unique.

Principal RF transceiver chip competitors are: Chipcon of Norway, Nordic of
Norway, Xemics of Switzerland and Atmel of the USA. However none of these
companies offer module products or the number of products made by Link Plus.
None of these companies are focused on providing solutions to industry problems,
they are simply chip manufacturers.

In addition, Link Plus' Lincompex technology is unique to the communications
industry and is not offered by any other company in the world.

LINK PLUS' PRODUCTS LIFE SPAN

AWICS(R) products are based on 0.35 micron CMOS process that will be sufficient
for providing competitive products for the next three (3) years. The Company is
in the process of transitioning to a 0.25 micron process for the next generation
of AWICS(R) applications. This should allow for competitive products for an
additional five (5) years. Lincompex products have been sold in various models
since the 1960's due to the fact that Lincompex technology is applicable to a
wide range of communications signals. The Company's Lincompex products; namely,
ChipSet, Lincompex Card, LinkMate, and Handset are essentially the LinkPlus(R)
Software in different packages. Each of these products has been designed to
satisfy a particular market and in their current form, should be applicable to
their respective markets for at least another 10 years. Periodic updates of the
software may be necessary to satisfy customer needs. However, the physical
package should remain the same with minor alterations.

LICENSING

In 1999, the Company executed a Patent Licensing Agreement with the U.S.
Government. The Agreement signed by officials of both the U.S. Army and U.S. Air
Force will pay us royalties until 2009 for all radios used by the Government
that use Lincompex technology including Foreign Military Sales.

EMPLOYEES

As of March 31, 2005, the Company has nine full time employees. Additional key
staff is planned in the areas of finance (CFO), business development, marketing
and engineering.

                                       6
<PAGE>


GOVERNMENT REGULATIONS

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

RAW MATERIALS

The Company does not rely on any single one or more raw materials or raw
material suppliers for the normal course of business. The Company has developed
relationships with a cross-section of qualified and quality providers of
components and parts necessary for the Company's product line, and uses multiple
vendors (domestic and foreign) for certain items dependent on internal
purchasing criteria, inclusive of price, delivery schedule and specification
evaluation.

INTELLECTUAL PROPERTY

From the Company's inception, Link Plus has continued to pursue the perfection
of its technology and enhance its core technological values. The Company
believes that it has developed certain Intellectual Property and has filed both
provisional and standard patent applications with the United States Patent and
Trademark Office.

There can be no assurance that any of the Company's current or future patent
applications will be granted, or will provide necessary protection for the
Company's technology or their product offerings, or be of commercial benefit to
the Company, or that these patent applications will not be challenged.

RESEARCH AND DEVELOPMENT

During fiscal 2005 and 2004, there were no research and development costs
charged to income.


ITEM 2.  DESCRIPTION OF PROPERTY

The Company currently leases office space at 6996 Columbia Gateway Drive Suite
104, Columbia, MD 21046, which occupies approximately 4423 square feet of
designated office space, designed to provide short term/temporary accommodation
solution to emerging and growing businesses. In addition, the Company leases
office space at 20 Executive Park, Irvine, California 92614, which occupies
approximately 2,054 square feet.


ITEM 3.  LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings. There has been no
bankruptcy, receiverships, or similar proceedings by or against the Company.


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

On March 31, 2005, Link Plus held its Annual Shareholders Meeting at the
Sheraton Hotel in Columbia, MD. The following business was put to shareholder
vote:

   1.    Election of Directors to the Company Board for a one-year period or
         until next Annual Meeting of Shareholders.  Votes were collected to
         appoint the following Directors - F.L. Alexander, Dr. J. P. Gluckman,
         R. L. Jones, P. E. Jones, D. C. Kolasch, Lt. Gen. E. Paige, A. K.
         Sebro, and Dr. G. Shah.  The results were as follows:
             a.  22,057,791 votes For (76%); 0 votes Against, and 0 Abstained.

   2.    Ratification of the appointment of Russell Bedford Stefanou Mirchandani
         LLP as independent Auditor. The results were as follows:
             a.  22,055,791 votes For (76%); 0 votes Against, and 2,000
                 Abstained.

   3.    No other business was transacted.


                                       7
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                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The common stock of the Company was first traded on the OTC Bulletin Board on
the effectiveness of the Company's Initial Public Offering on October 10,2003
under the symbol "LKPL".

The following table indicates the high and low trading prices for the common
stock of the Company for the period October, 2003, to March 31, 2005, based upon
information supplied by the NASDAQ system. Prices represent quotations between
dealers without adjustments for retail markups, markdowns or commissions, and
may not represent actual transactions.

--------------------------------------------------------------------------------
                                  Common Stock
--------------------------------------------------------------------------------
                     Year Ended 3/31/05                 Year Ended 3/31/04
--------------------------------------------------------------------------------
Quarter             High              Low              High             Low
--------------------------------------------------------------------------------
First Quarter      $0.35           $0.20
--------------------------------------------------------------------------------
Second Quarter     $0.25           $0.12
--------------------------------------------------------------------------------
Third Quarter      $0.22           $0.12              $1.35           $0.35
--------------------------------------------------------------------------------
Fourth Quarter     $0.30           $0.11              $1.20           $0.13
--------------------------------------------------------------------------------

As of July 11, 2005, there were approximately 248 holders of record of our
common stock. We have never declared or paid any cash dividends on our common
stock and do not expect to declare or pay any cash dividends in the foreseeable
future.


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

The following discussion contains forward-looking statements that are subject to
significant risks and uncertainties. There are several important factors that
could cause actual results to differ materially from historical results and
percentages and results anticipated by the forward-looking statements. The
Company has sought to identify the most significant risks to its business, but
cannot predict whether or to what extent any of such risks may be realized nor
can there be any assurance that the Company has identified all possible risks
that might arise. Investors should carefully consider all of such risks before
making an investment decision with respect to the Company's stock.

Link Plus has experienced significant growth in the past year with the
acquisition of JS Technologies. Overall the Management has been focused on two
main areas of growth. The first has been to consolidate and merge the technical
and intellectual assets of the Link Plus Corporation and those acquired in the
JS Technologies acquisition and generate a business focus resulting in positive
cash flow and generation of a growing sales pipeline. The second major focus has
been to extend the fiscal controls within the company and consolidate or reduce
debt to better position the company for the public market. The specific efforts
and metrics that Management used in the past year to assess the effects of its
efforts are discussed in the following paragraphs and are born out in the
financials presented within this report.

BUSINESS DIRECTION

There are several indicators which Management feels are evidence of the growing
success of its strategy to consolidate its technology and develop a long-term
revenue stream. A few of them are discussed below:

   1.    Over the past year several new contracts have been executed.  Some of
         the contracts only included engineering and design of products that
         incorporated Link Plus technology. More importantly, the larger focus
         has been on developing customers that have relied on Link Plus for
         design and development but also for the ongoing manufacture of the
         completed articles. This has become a major focus because it allows for
         a continuing revenue stream from the customer and continued sales of
         products that are of greater overall value. In an analysis of the
         market spaces that the company's core technologies can be used, this
         approach sets Link

                                       8
<PAGE>

         Plus apart from competitors, results in a more profitable business
         model because margins are based on higher priced goods rather than low
         price integrated circuits, and significantly increases the available
         customer base. The latter two elements to the company's business
         strategy are particularly important because they help protect the
         company's core products from becoming low margin commodities and it
         allows the Company to respond to customers that do not have engineering
         capability internally and/or that have smaller markets where chip sales
         would never become possible or profitable. The Company is currently in
         the process of completing design and development on several products
         that are under contract to go into volume production during the next
         fiscal year. Revenues from these contracts are expected to put the
         Company in a cash flow positive and profitable position. The Company
         has a number of additional contract proposals that have been release
         and for which it has expectations will be signed. Additional proposals
         are in preparation. There is no guarantee that they will result in
         signed contracts but the Company has developed strategies to identify
         and target only qualified customers where its potential for success is
         high.

   2.    A second metric has been the overall growth in the Company's internal
         resources. Since the acquisition of JS Technologies, Link Plus has
         grown from essentially two individuals to a team of nine full time
         employees. The growth has been predominantly in the areas of sales and
         technical resources and has allowed the company to cultivate its
         existing customer base and meet the technical requirements of its
         contracts. The year's focus has been to hire and develop high-level
         staff and prepare for filling the technical ranks with mid-level
         engineers as the company grows.

   3.    The third metric has been in the cultivation and establishment of key
         strategic partnerships. The Management realizes that it does not have
         infinite capital to grow and provide some of the services that are
         required to execute its strategy. In the near term, the Management has
         executed a strategy to develop highly qualified strategic partnerships
         to expand its design and manufacturing capabilities. Toward that end,
         the Company executed a Cooperation Agreement with Taihang Investment
         and Development Company to construct a new manufacturing facility in
         south Shanghai to manufacture Link Plus products. The financial backing
         for the factory is being borne exclusively by Taihang under the
         agreement that Link Plus will utilize the factory. The relationship
         provides Link Plus with extended capability to control costs and
         quality for its domestic and international customers with no financial
         risk. The factory is under construction as of this date and is
         scheduled to open within the Link Plus 2006 fiscal year. Link Plus has
         also established a number of smaller partnerships with design and
         development companies local to the companies MD headquarters to absorb
         spikes in workload and to assist in fabrication of prototypes.

   4.    Link Plus has actively re-engaged the US Government to enforce and pay
         royalties due to Link Plus for manufacture of military radios that
         incorporate the Lincompex(R) technology. This is covered by a
         government wide license agreement that has been in effect since 1999
         and extends until 2009. These efforts revealed that qualifying radios
         continue to be manufactured under a number of ongoing contracts and
         indicate that a continued revenue stream can be anticipated. Because
         the nature of the acquisition contracts that are in place it is not
         possible to state the exact number of radios that will be produced
         overall or in any given time frame. Nor is it possible to know if new
         contracts will be released that also utilize the Lincompex(R)
         technology. Link Plus will receive a $49.50 royalty for each qualifying
         radio until the expiration of the license agreement.

FISCAL POLICY AND EFFORTS

The end of this reporting period represents the Company's first full year as a
publicly reporting company.  Many changes in the fiscal controls and overall
management of company related to fiscal policy have been made to improve the
company's financial position.  The following highlights are worth discussion:

   1.    Management has undertaken a major effort to reduce the outstanding
         long-term debts and to the greatest extent possible other trade debt.
         As a result of these efforts in excess of $800,000.00 in debt has been
         converted to equity in the company. While these reductions are largely
         due to the senior management there have been a number of other
         contributors. The company has also successfully negotiated payment
         terms with others that should help to preserve the company's fiscal
         stability as it continues to grow its staff and revenue base. The
         Management will continue to aggressively pursue these and other
         strategies to reduce the debt.


                                       9
<PAGE>

   2.    The Board of Directors redirected the Executive Compensation Committee
         to develop a Committee Charter and compensation program that give more
         independent oversight to the Committee and Board and shifted the
         compensation packages of the senior executive staff to be more in line
         with industry averages and to include performance based bonuses. While
         the company is still not in a position to pay senior management this
         move does provide for a significant reduction in the accrued
         liabilities that the company is exposed to from the unpaid salary of
         its existing executive staff. Moreover, the performance based component
         provides a significant incentive to the senior executives to quickly
         move the company into a position where regular executive salary can be
         paid and no further compensation liability is accrued. Other elements
         of the performance metrics focus on ensuring that the senior staff is
         focused on achieving corporate objectives including providing financial
         stability, timely and accurate reporting, legal protection, and others
         that protect the company's value and corporate status.

   3.    In concert with the above items, the Board of Directors of the company
         established a qualified employee stock option plan. The plan is set to
         be presented to the shareholders for approval in the second quarter of
         this fiscal year. It needs to pass by simple majority and has the
         backing of senior executives and Board of Directors. There were several
         purposes for the plan (should it be approved). First, it provided a
         mechanism for the executive staff to convert in excess of $1,000,000.00
         in accrued salary liability to stock options. Second, it provides a
         mechanism for continued payment of the executive staff as per the
         aforementioned bonus compensation plan. The third goal was to provide
         an ongoing means for rewarding and providing vested incentives to the
         employees of the company. During the current Company's growth stages
         the Management feels that having employees that can participate in the
         rewards of the Company's growth is extremely valuable for both
         retention and for attracting highly qualified individuals who must
         accept the risks still present.

   4.    The company is well aware of the ongoing legislation and litigation
         revolving around corporate governance and fiscal management. Continuing
         activities have been initiated to ensure that the company remains in
         compliance with existing statues and that ensuing compliance issues are
         met proactively. This has included a complete top down review and
         institution of new policies and procedures to deal with everything from
         Employment Handbooks and expense reporting to implementation of new
         accounting systems to accommodate the business growth and requirements.
         The Company plans to hire a Chief Financial Officer as soon as
         practical.

CRITICAL ACCOUNTING POLICIES

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

         o   stock-based compensation.
         o   revenue recognition

STOCK-BASED COMPENSATION

In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148 ("SFAS No. 148"), "Accounting for Stock-Based Compensation-Transition
and Disclosure-an amendment of SFAS 123." This statement amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company has chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in APB Opinion No. 25
and related interpretations. Accordingly, compensation expense for stock options
is measured as the excess, if any, of the fair market value of the Company's
stock at the date of the grant over the exercise price of the related option.
The Company has adopted the annual disclosure provisions of SFAS No. 148 in its
financial reports for the year ended March


                                       10

<PAGE>


31, 2005 and 2004 and will adopt the interim disclosure provisions for its
financial reports for the subsequent periods.

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 123R (revised 2004), "Share-Based Payment" which is a
revision of FASB Statement No. 123, "Accounting for Stock-Based Compensation".
Statement 123R supersedes APB opinion No. 25, "Accounting for Stock Issued to
Employees", and amends FASB Statement No. 95, "Statement of Cash Flows".
Generally, the approach in Statement 123R is similar to the approach described
in Statement 123. However, Statement 123R requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the
income statement based on their fair values. Pro-forma disclosure is no longer
an alternative. On April 14, 2005, the SEC amended the effective date of the
provisions of this statement. The effect of this amendment by the SEC is that
the Company will have to comply with Statement 123R and use the Fair Value based
method of accounting no later than the fourth quarter of fiscal year 2006.
Management has not determined the impact that this statement will have on
Company's consolidated financial statements.

REVENUE RECOGNITION

For revenue from product sales, the Company recognizes revenue in accordance
with Staff Accounting Bulletin No. 104, REVENUE RECOGNITION ("SAB104"), which
superceded Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL
STATEMENTS ("SAB101"). SAB 101 requires that four basic criteria must be met
before revenue can be recognized: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred; (3) the selling price is fixed and
determinable; and (4) collectibility is reasonably assured. Determination of
criteria (3) and (4) are based on management's judgments regarding the fixed
nature of the selling prices of the products delivered and the collectibility of
those amounts. Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments are provided for in the same
period the related sales are recorded. The Company defers any revenue for which
the product has not been delivered or is subject to refund until such time that
the Company and the customer jointly determine that the product has been
delivered or no refund will be required.

REVENUES

YEAR ENDED MARCH 31, 2005 AND 2004

The Company's total revenues were $165,568 for the year ended March 31, 2005
compared to $0 for the same period ended March 31, 2004. Revenue from one (1)
major customer approximated $144,000 or 88% of sales for the year ended March
31, 2005.

COSTS OF SALES

The Company's cost of sales was approximately $54,000 for the year ended March
31, 2005 compared to $0 for the same period ended March 31, 2004. Cost of sales
consists primarily of equipment and parts purchased to build the products. The
Company generated a percentage margin on sales of approximately 67% for the year
ended March 31, 2005.

OPERATING EXPENSESYEAR ENDED MARCH 31, 2005 AND 2004

The Company's selling, general and administrative expenses for the year ended
March 31, 2005 were $1,690,907 compared to $856,540 for the same period ended
March 31, 2004, an increase of $834,367. This increase was primarily due to
board of directors fees ($173,472), increase in rent to support two offices in
Columbia, Maryland, and Irvine, California, and past due rent from a previous
office space ($128,589), executive salaries ($211,579) and employee salary
($88,626), consulting fees ($145,738) and travel for revenue generating projects
($47,500), payroll taxes ($9,904), employee benefits ($26,221) and office
expense of approximately ($22,000) offset by a decline in accounting fees of
$27,588.

Research and development costs were $0 for the years ended March 31, 2005 and
2004.

There were no acquisition costs related to the merger with JS Technologies
charged to operations during the year, compared to costs of $2,142,475, which
were charged to operations during the year ended March 31, 2004.


                                       11
<PAGE>


The following summarizes the acquisition costs charged to operations in March
31, 2004:

3,672,800 shares of common stock to be issued          $ (936,564)
Assets acquired                                                43
Liabilities assumed                                    (1,205,954)
                                                       -----------
Acquisition costs                                      $2,142,475

Interest expense was $46,428 for the year ended March 31, 2005 compared to
$67,543 for the same period ended March 31, 2004, resulting in a decline of
$21,115. The decline was due to conversion of notes payable for one officer to
1,000,000 shares common stock in the year ended March 31, 2005.

As a result of limited capital resources and revenues from operations, the
Company has relied on the issuance of equity securities to non-employees in
exchange for services. The Company's management enters into equity compensation
agreements with non-employees if it is in the best interest of the Company under
terms and conditions consistent with the requirements of Financial Accounting
Standards No. 123, "Accounting for Stock Based Compensation." In order conserve
its limited operating capital resources, the Company anticipates continuing to
compensate non-employees for services during the next twelve months. This policy
may have a material effect on the Company's results of operations during the
next twelve months.

LIQUIDITY AND CAPITAL RESOURCES

As reflected in the accompanying financial statements, the Company incurred net
losses of $1,627,725 and $3,067,664 for the years ended March 31, 2005 and 2004,
respectively, and has an accumulated deficit of $17,687,722 as of March 31,
2005. In addition, the Company's current liabilities exceeded its current assets
by $4,267,231 as of March 31, 2005. As a result of our operating losses in 2005,
we generated a cash flow deficit of $304,962 from operating activities. Cash
flows used in investing activities was $1,638 during this period. We met our
cash requirements during this past year primarily through sale of common stock,
advances and loans from officers and shareholders in the amount of $379,174.

While the Company has raised capital necessary to meet its working capital and
financing needs in the past, additional financing is required in order to meet
the Company's current and projected cash flow deficits from operations and
development. In the past, we have relied on the sale of our common stock to
private investors and proceeds from advances and loans from significant
shareholders. There is no assurance we will continue to receive funds from
outside investors and shareholders. We currently do not have sufficient capital
resources to fund our current level of operating activities, capital
expenditures and other obligations through the next twelve months. If we are not
successful in generating sufficient liquidity from operations or in raising
sufficient capital resources, on terms acceptable to us, this could have a
material adverse effect on our business, results of operations, liquidity, and
financial condition.

The Company is seeking financing in the form of debt or equity in order to
provide the necessary working capital. Such financing may be upon terms that are
dilutive or potentially dilutive to our stockholders. The Company currently has
no commitments for financing. There are no assurances the Company will be
successful in raising the funds required.

The independent auditors report on the Company's March 31, 2005 financial
statements included in this report states that the Company's recurring losses
raise substantial doubts about the Company's ability to continue as a going
concern.

NEW ACCOUNTING PRONOUNCEMENTS

In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
151, INVENTORY COSTS-- AN AMENDMENT OF ARB NO. 43, CHAPTER 4. This Statement
amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
the accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4,
previously stated that ". . . under some circumstances, items such as idle
facility expense, excessive spoilage, double freight, and rehandling costs may
be so abnormal as to require treatment as current period charges. . . ." This
Statement requires that those items be recognized as current-period charges
regardless of whether they meet the criterion of "so abnormal." In addition,
this Statement requires that allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the production
facilities. This Statement is effective for inventory costs incurred during
fiscal years beginning after June 15,

                                       12
<PAGE>


2005. Management does not believe the adoption of this Statement will have any
immediate material impact on the Company.

In December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67" ("SFAS
152) The amendments made by Statement 152 This Statement amends FASB Statement
No. 66, Accounting for Sales of Real Estate, to reference the financial
accounting and reporting guidance for real estate time-sharing transactions that
is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
Estate Time-Sharing Transactions. This Statement also amends FASB Statement No.
67, Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to state that the guidance for (a) incidental operations and (b) costs incurred
to sell real estate projects does not apply to real estate time-sharing
transactions. The accounting for those operations and costs is subject to the
guidance in SOP 04-2. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005. with earlier application encouraged.
The Company does not anticipate that the implementation of this standard will
have a material impact on its financial position, results of operations or cash
flows.

On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
SHARE-BASED PAYMENT ("SFAS 123R"). SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. The provisions of SFAS
123R are effective as of the first interim period that begins after June 15,
2005. Accordingly, the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment transactions under the provisions of APB 25, which does not necessarily
require the recognition of compensation cost in the financial statements.
Management is assessing the implications of this revised standard, which may
materially impact the Company's results of operations in the third quarter of
fiscal year 2005 and thereafter.

On December 16, 2004, FASB issued Statement of Financial Accounting Standards
No. 153, EXCHANGES OF NONMONETARY ASSETS, AN AMENDMENT OF APB OPINION NO. 29,
ACCOUNTING FOR NONMONETARY TRANSACTIONS (" SFAS 153"). This statement amends APB
Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. Under SFAS 153, if a
nonmonetary exchange of similar productive assets meets a commercial-substance
criterion and fair value is determinable, the transaction must be accounted for
at fair value resulting in recognition of any gain or loss. SFAS 153 is
effective for nonmonetary transactions in fiscal periods that begin after June
15, 2005. The Company does not anticipate that the implementation of this
standard will have a material impact on its financial position, results of
operations or cash flows.

In March 2005, the FASB issued FASB Interpretation (FIN) No. 47, "Accounting for
Conditional Asset Retirement Obligations, an interpretation of FASB Statement
No. 143," which requires an entity to recognize a liability for the fair value
of a conditional asset retirement obligation when incurred if the liability's
fair value can be reasonably estimated. The Company is required to adopt the
provisions of FIN 47 no later than the end of its fiscal 2006. The Company does
not expect the adoption of this Interpretation to have a material impact on its
consolidated financial position, results of operations or cash flows.

In May 2005 the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 154, "Accounting Changes and Error Corrections, a replacement of APB Opinion
No. 20 and FASB Statement No. 3." SFAS 154 requires retrospective application to
prior periods' financial statements for changes in accounting principle, unless
it is impracticable to determine either the period-specific effects or the
cumulative effect of the change. SFAS 154 also requires that retrospective
application of a change in accounting principle be limited to the direct effects
of the change. Indirect effects of a change in accounting principle, such as a
change in non-discretionary profit-sharing payments resulting from an accounting
change, should be recognized in the period of the accounting change. SFAS 154
also requires that a change in depreciation, amortization, or depletion method
for long-lived, non-financial assets be accounted for as a change in accounting
estimate effected by a change in accounting principle. SFAS 154 is effective for
accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. Early adoption is permitted for accounting changes and
corrections of errors made in fiscal years beginning after the date this
Statement is issued. The Company does not expect the adoption of this SFAS to
have a material impact on its consolidated financial position, results of
operations or cash flows.


                                       13
<PAGE>


IMPACT OF INFLATION

The Company does not believe that inflation has had a material adverse effect on
sales or income during the past periods. Future increases in supplies or other
operating costs could adversely affect the Company's operations; however, the
Company believes it could increase prices to offset increases in costs of goods
sold or other operating costs.

OFF- BALANCE SHEET ARRANGEMENTS

The Company does not maintain off-balance sheet arrangements nor does it
participate in non-exchange traded contracts requiring fair value accounting
treatment.

TRENDS, RISKS AND UNCERTAINTIES

We have sought to identify what we believe to be the most significant risks to
our business, but we cannot predict whether, or to what extent, any of such
risks may be realized nor can we guarantee that we have identified all possible
risks that might arise. Investors should carefully consider all of such risk
factors before making an investment decision with respect to our Common Stock.

LIMITED PUBLIC MARKET, POSSIBLE VOLATILITY OF SHARE PRICE

The Company's common stock is currently quoted on electronic quotation system
under the ticker symbol "LKPL". As of March 31, 2005, there were 29,193,501
shares of common stock outstanding, of which approximately 5,367,596 were
tradable without restriction under the Securities Act. As of March 31, 2005, the
majority of voting common stock was held by the management of the company. The
market capitalization of the company with total shares outstanding was
$7,298,375.25 at March 31, 2005. There can be no assurances that a trading
market will be sustained in the future. Factors such as, but not limited to,
technological innovations, new products, acquisitions or strategic alliances
entered into by the Company or its competitors, failure to meet security
analysts' expectations, government regulatory action, patent or proprietary
rights developments, and market conditions for communications company stocks in
general, could have a material effect on the volatility of the Company's stock
price.

MANAGEMENT OF GROWTH

The Company expects to experience significant growth in the number of employees
and the scope of its operations. In particular, the Company intends to hire
additional sales personnel and expand its marketing group. Additionally,
acquisitions could result in an increase in the number of employees and business
activity. Such activities could result in increased responsibilities for
management. The Company believes that its commercial market penetration will be
a critical factor to its future success. Particularly, the availability of
qualified sales engineering and management personnel is quite limited, and
competition among companies to attract and retain such personnel is intense.
During strong business cycles, the Company may experience difficulty in filling
its needs for qualified sales, engineering and other personnel.

The Company's future success will be highly dependent upon its ability to
successfully manage the expansion of its operations. The Company's ability to
manage and support its growth effectively will be substantially dependent on its
ability to implement adequate improvements to financial and management controls,
reporting and order entry systems and other procedures, and hire sufficient
numbers of financial, accounting, administrative, and management personnel. The
Company's expansion and the resulting growth in the number of its employees, has
resulted in increased responsibility for both existing and new management
personnel. The Company is in the process of establishing and upgrading its
financial accounting and procedures. There can be no assurance that the Company
will be able to identify, attract, and retain experienced accounting and
financial personnel. The Company's future operating results will depend on the
ability of its management and other key employees to implement and improve its
systems for operations, financial control, and information management, and to
recruit, train, and manage its employee base. There can be no assurance that the
Company will be able to achieve or manage any such growth successfully, or to
implement and maintain adequate financial and management controls and
procedures. Any inability to do so would have a material adverse effect on the
Company's business, results of operations, and financial condition.

The Company's future success depends on its ability to address potential market
opportunities and to manage its expenses to match its ability to finance its
operations. The need to control its expenses will place a significant strain on
the Company's management and operational resources. If the Company is unable to
control its expenses


                                       14
<PAGE>

effectively, the Company's business, results of operations, and financial
condition will be adversely affected.

RISKS ASSOCIATED WITH ACQUISITIONS.

As part of its business strategy, the Company expects to acquire assets and
businesses relating to or complementary to its operations. These acquisitions by
the Company will involve risks commonly encountered in acquisitions of
companies. These risks include, among other things, exposure to unknown
liabilities of the acquired companies, additional acquisition costs and
unanticipated expenses. The Company's quarterly and annual operating results may
fluctuate due to the costs and expenses of acquiring and integrating new
businesses or technologies. The Company may also experience difficulties and
expenses in assimilating the operations and personnel of the acquired
businesses. The Company's ongoing business may be disrupted and its management's
time and attention diverted and the Company may be unable to integrate
successfully.

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

We provide the following cautionary discussion of risks, uncertainties and
possible inaccurate assumptions relevant to our business and our products. These
are factors that we think could cause our actual results to differ materially
from expected results. Other factors besides those listed here could adversely
affect us.

POTENTIAL FLUCTUATIONS IN ANNUAL OPERATING RESULTS

Our annual operating results may fluctuate significantly in the future as a
result of a variety of factors, most of which are outside our control,
including: the demand for our products; seasonal trends in purchasing, the
amount and timing of capital expenditures and other costs relating to the
development of our products; price competition or pricing changes in the
industry; technical difficulties or system downtime; general economic
conditions, and economic conditions specific to the telephone service industry.
Our results may also be significantly impacted by the impact of the accounting
treatment of acquisitions, financing transactions or other matters. Particularly
at our early stage of development, such accounting treatment can have a material
impact on the results for any period. Due to the foregoing factors, among
others, it is likely that our operating results will fall below our expectations
or those of investors in some future period.

DEPENDENCE UPON MANAGEMENT

Our future performance and success is dependant upon the efforts and abilities
of our Management. To a very significant degree, we are dependent upon the
continued services of Robert Jones, our Chief Executive Officer and Chairman of
the Board of Directors, Jonathan Gluckman, our President/COO/Director, and
Donald Kolasch, our Corporate Counsel/Director. If the Company lost the services
of Mr. Jones, Gluckman, Kolasch, or other key employees before we could get
qualified replacements that loss could materially adversely affect our business.
We do not maintain key man life insurance on any of our Management.

LACK OF INDEPENDENT DIRECTORS

We cannot guarantee that our Board of Directors will have a majority of
independent directors in the future. In the absence of a majority of independent
directors, our executive officers, who are also principal stockholders and
directors, could establish policies and enter into transactions without
independent review and approval thereof. This could present the potential for a
conflict of interest between the Company and its stockholders generally and the
controlling officers, stockholders or directors.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our officers and directors are required to exercise good faith and high
integrity in our Management affairs. Our Articles of Incorporation provide,
however, that our officers and directors shall have no liability to our
shareholders for losses sustained or liabilities incurred which arise from any
transaction in their respective managerial capacities unless they violated their
duty of loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly violated the law, approved an improper dividend or stock repurchase,
or derived an improper benefit from the transaction. Our Articles and By-Laws
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which they
operate our business or conduct the internal affairs, provided that in
connection with these activities they act in good faith and in a manner that
they reasonably believe to be in, or not opposed to, the best interests of the
Company, and their conduct does not


                                       15
<PAGE>

constitute gross negligence, misconduct or breach of fiduciary obligations. To
further implement the permitted indemnification, we have entered into Indemnity
Agreements with our officers and directors.

CONTINUED CONTROL BY CURRENT OFFICERS AND DIRECTORS

The present officers and directors control 58.59% of the outstanding shares of
the Company's common stock, and therefore are in a position to elect all of our
Directors and otherwise control the Company, including, without limitation,
authorizing the sale of equity or debt securities of the Company, the
appointment of officers, and the determination of officers' salaries.
Shareholders have no cumulative voting rights.

LIMITED MARKET DUE TO PENNY STOCK

The Company's stock differs from many stocks, in that it is a "penny stock." The
Securities and Exchange Commission has adopted a number of rules to regulate
"penny stocks." These rules include, but are not limited to, Rules 3a5l-l,
15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and
Exchange Act of 1934, as amended. Because our securities probably constitute
"penny stock" within the meaning of the rules, the rules would apply to us and
our securities. The rules may further affect the ability of owners of our stock
to sell their securities in any market that may develop for them. There may be a
limited market for penny stocks, due to the regulatory burdens on
broker-dealers. The market among dealers may not be active. Investors in penny
stock often are unable to sell stock back to the dealer that sold them the
stock. The mark-ups or commissions charged by the broker-dealers may be greater
than any profit a seller may make. Because of large dealer spreads, investors
may be unable to sell the stock immediately back to the dealer at the same price
the dealer sold the stock to the investor. In some cases, the stock may fall
quickly in value. Investors may be unable to reap any profit from any sale of
the stock, if they can sell it at all. Stockholders should be aware that,
according to the Securities and Exchange Commission Release No. 34- 29093, the
market for penny stocks has suffered in recent years from patterns of fraud and
abuse. These patterns include: - Control of the market for the security by one
or a few broker-dealers that are often related to the promoter or issuer; -
Manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; - "Boiler room" practices involving high
pressure sales tactics and unrealistic price projections by inexperienced sales
persons; - Excessive and undisclosed bid-ask differentials and markups by
selling broker-dealers; and - The wholesale dumping of the same securities by
promoters and broker- dealers after prices have been manipulated to a desired
level, along with the inevitable collapse of those prices with consequent
investor losses. Furthermore, the "penny stock" designation may adversely affect
the development of any public market for the Company's shares of common stock
or, if such a market develops, its continuation. Broker-dealers are required to
personally determine whether an investment in "penny stock" is suitable for
customers. Penny stocks are securities (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii) whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ-listed stocks must still meet requirement (i) above); or (iv) of an
issuer with net tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if in continuous
operation for less than three years), or with average annual revenues of less
than $6,000,000 for the last three years. Section 15(g) of the Exchange Act and
Rule 15g-2 of the Commission require broker-dealers dealing in penny stocks to
provide potential investors with a document disclosing the risks of penny stocks
and to obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account. Potential
investors in the Company's common stock are urged to obtain and read such
disclosure carefully before purchasing any shares that are deemed to be "penny
stock." Rule 15g-9 of the Commission requires broker-dealers in penny stocks to
approve the account of any investor for transactions in such stocks before
selling any penny stock to that investor. This procedure requires the
broker-dealer to (i) obtain from the investor information concerning his or her
financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in
(ii) above; and (iv) receive a signed and dated copy of such statement from the
investor, confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for the Company's stockholders to
resell their shares to third parties or to otherwise dispose of them.

                                       16

<PAGE>


ITEM 7.  FINANCIAL STATEMENTS

The financial statements attached to this Report on Form 10-KSB as pages F-1 to
F-22 are incorporated herein by reference.


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

None


ITEM 8A. CONTROLS AND PROCEDURES

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

The registrant's Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as defined in Rule 13a-15 (e) of the Securities Exchange Act of 1934) as of
March 31, 2005, have concluded that the registrant's disclosure controls and
procedures are adequate and effective to ensure that material information
relating to the registrant and its consolidated subsidiary is recorded,
processed, summarized and reported within the time periods specified by the
SEC's rules and forms, particularly during the period in which this annual
report has been prepared.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

As required by Rule 13a-15(d), the Company's Chairman and Chief Financial
Officer, also conducted an evaluation of the Company's internal controls over
financial reporting to determine whether any changes occurred during the fourth
fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
During the preparation of the Company's financial statements as of and for the
year ended March 31, 2005, the Company has concluded that the current system of
disclosure controls and procedures was not effective because of the internal
control weakness identified below. As a result of this conclusion, the Company
has initiated the changes in internal control, to the extent possible given
limitations in financial and manpower resources, also described below. It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system will be met. In addition, the design of any control system is based in
part upon certain assumptions about the likelihood of future events.

LACK OF ADEQUATE ACCOUNTING STAFF

The Company was aware of its staffing needs and took steps to address its
understaffed Finance and Accounting team to correct this material weakness. The
Company has engaged an independent contractor with extensive SEC reporting
experience in public companies. The Company feel's this addition to the
Company's Finance and Accounting team will improve the quality of future period
financial reporting.


ITEM 8B.  OTHER INFORMATION

None.

                                       17

<PAGE>


                                    PART III

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

DIRECTORS AND OFFICERS

The following table furnishes the information concerning the Company's directors
and officers. The directors of the Company are elected every year and serve
until their successors are elected and qualify.

<TABLE>
<CAPTION>
NAME                       AGE      POSITION                                TERM
-----                      ---      --------                                ----
<S>                        <C>   <C>                                     <C>

Robert L. Jones, Jr.       61    Chairman/CEO/Director                   4/1975 - 2006

Jonathan P. Gluckman       41    President/COO/Director                  1/2004 - 2006

Donald C. Kolasch          68    Corporate Counsel, Director             6/1997 - 2006

Patricia E. Jones          62    Secretary, Treasurer, Director          4/1975 - 2006

Emmett Paige, Jr.          72    Director                                6/1998 - 2006

Anthony K. Sebro           61    Director                                10/1993 -2006

Gita Shah                  59    Director                                3/1996 - 2006

Fred L. Alexander          67    Director                                7/1999 - 2006
</TABLE>

The Board includes people who currently have or previously had management
positions in industry, government, military, and the professions. Currently,
individuals on the Board have or currently hold positions which include: past
Chief Executive for TRW, LSI Products Inc.; former U.S. Assistant Secretary of
Defense; and professionals in corporate law, intellectual property, accounting
and medicine. Summary biographical information for each of the directors is
presented below:

Robert L. Jones, Jr. - Chairman/CEO/Director

Mr. Jones founded Link Plus Corporation in 1975 and has been its Chief Executive
Officer for nearly 30 years. He has over 35 years of experience in industry, at
companies such as U.S. Steel, Eastman Kodak, General Electric, and Link Plus
Corporation. He has held a multiplicity of positions in corporate management,
sales and marketing, intellectual property, manufacturing, and production
engineering. Mr. Jones holds a B.S. Degree in Electrical Engineering from Purdue
University and a Juris Doctor from The George Washington University, National
Law Center.

Dr. Jonathan P. Gluckman - President/COO/Director

Dr. Gluckman has over 18 years experience in corporate management and in
research and development of advanced technologies. He led the effort to develop
the Advanced Wireless Communications System (AWICS(R)) technology. Dr. Gluckman
envisioned a family of semiconductor products and related software concepts that
led to the successful introduction of the AWICS(R) chip, and ultimately to the
formation of JS Technologies Corporation (now part of Link Plus Corporation).
From 1993-1996 Dr. Gluckman worked for JJM Systems (now known as Observation
Technologies, Inc.), a small radar-engineering firm that specialized in
development of advanced non-cooperative target recognition systems. Dr. Gluckman
served as Head of the Intelligent Control Division, was responsible for new
business development and was instrumental in development of advanced radar
target tracking technology that was successfully incorporated in various
commercial and military products. Prior to 1993, Dr. Gluckman managed the US
Navy's Advanced Aircraft Human Factors programs (with a budget in excess of $10
million) that resulted in several products being incorporated into operational
vehicles including the F-14 and F/A-18 operational aircraft. Dr. Gluckman holds
a Ph.D. Degree in Human Factors/Experimental Psychology from the University of
Cincinnati.

Donald C. Kolasch - Corporate Counsel/Director

Mr. Kolasch has over 30 years legal experience in intellectual property. As a
former senior partner in a well-established patent law firm he is well versed in
all facets of

                                       18
<PAGE>


patent, copyright, and trademark law, and he is a recognized expert in
international practice of patent law. Mr. Kolasch has also served as CEO of an
international marketing company specializing in the marketing of its high
technology products. Mr. Kolasch holds a B.S. in Chemical Engineering from the
University of Missouri, and a Juris Doctor from The Catholic University of
America School of Law. He is admitted to bars in New York, The District of
Columbia, Virginia, and the U.S. Patent & Trademark Office. He is qualified to
practice law before the U.S. Supreme Court, Court of Appeals for the Federal
Circuit, U. S. Court of Claims, and the courts of New York, District of
Columbia, and Virginia.

Patricia E. Jones - Secretary/Treasurer/Director

Mrs. Jones is a Certified Public Accountant licensed to practice in the State of
Maryland. She currently is Director of Disbursements at Providence Hospital in
Washington, DC. Mrs. Jones holds a B.S. Degree in Nursing from Georgetown
University, M.S. Degree in Nursing from The Catholic University of America, and
a Masters of Business Administration in Accounting from The University of
Phoenix.
Patricia E. Jones, is the spouse of Robert L. Jones, Jr., Chairman, CEO of the
Company.

Fred L. Alexander - Director

Mr. Alexander is president and founder of a consulting firm that provides
business development consulting services for high technology firms. He
established his company in 1999 after a successful, 35-year career at TRW Inc.
where he held a number of key management positions. He served as Vice President
and General Manager of TRW's Electronics & Technology Division, a 1,000-person
unit that developed and manufactured advanced silicon and gallium arsenide
products for TRW's spacecraft payloads. He served as chief executive for TRW LSI
Products, Inc., a $25 million per year subsidiary that produced and sold data
acquisition and signal processing products to the commercial semiconductor
market. Mr. Alexander was a Director of the Staktek Corporation for over 10
years. He holds a B.S Degree and a M.S. Degree in Electrical Engineering from
the University of Missouri and is a recipient of the Missouri Honor Award for
Distinguished Service in Engineering.

Lt. Gen. Emmett Paige, Jr. - Director

General Paige retired from the U.S. Army where he served over forty years in a
variety of assignments including: Commanding General U.S. Army Communications
Research and Development Command; Commanding General U.S. Army Electronics
Research and Development Command; and Commanding General U.S Army Information
Systems Command. From 1993 to 1997, General Paige served as Assistant Secretary
of Defense for Command, Control, Communications, and Intelligence.

Anthony K. Sebro - Director

Mr. Sebro has worked in the Financial Services business for the past twenty-five
years. He is currently a Program Director with Nationwide Financial Services
with direct responsibility for all Counties, Boroughs, Cities and Municipalities
in Maryland and Pennsylvania. He was formerly a Partner with the Oxford
Investment Group and prior to that President of Titan Investment. Mr. Sebro
graduated from Andrews University in Michigan.

Gita Shah, MD - Director

Dr. Shah is the founder and manager of the Intramed Fusion Center specializing
in Internal Medicine and Infectious Diseases. She is Chief of Infectious
Diseases and Chairman of Pharmacy and Therapeutic Medicine at Prince George's
County General Hospital, and Chairperson of Infection Control at Greater Laurel
Beltsville Hospital. Dr. Shah holds a M.B.B.S. (foreign equivalent to M.D.) from
B.J. Medical College in India. She has a medical license from the State of
Maryland with Board Certification, Internal Medicine. Board Member since July
20, 1999.

No director, person nominated to become a director, executive officer, promoter
or control person of the Company has been involved in certain legal proceedings
including: (1) any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time; (2) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and minor offenses); (3) being subject to any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities, and (4) being found by a court of competent


                                       19
<PAGE>

jurisdiction (in a civil action), the Commission or the Commodity Future Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.

Some of the directors of the Company will not devote more than a portion of
their time to the affairs of the Company. There will be occasions when the time
requirements of the Company's business conflict with the demands of their other
business and investment activities. Such conflict may require that the company
attempt to employ additional personnel. There is no assurance that the services
of such persons will be available or that they can be obtained upon terms
favorable to the Company.

BOARD OF DIRECTORS COMMITTEES

The Board has designated three standing Committees of the Board of Directors
those being Audit, Compensation, and Corporate Governance. Each of the standing
Committees have or will have presented for Board approval a Committee Charter
and shall meet as required to perform the duties stated therein. The following
committee memberships and duties were agreed upon and ratified by the Board of
Directors:

   (1)   AUDIT COMMITTEE consisting of Anthony Sebro (Chairperson), Patricia E.
         Jones, and Gita Shah that will review the scope of accounting audits,
         review with the independent auditors the corporate accounting practices
         and policies and recommend to whom reports should be submitted within
         the Company, review with the independent auditors their final report,
         review with internal and independent auditors overall accounting and
         financial controls, and be available to the independent auditors during
         the year for consultation purposes,
   (2)   COMPENSATION COMMITTEE consisting of Fred L. Alexander (Chairperson),
         Jonathan P. Gluckman, and Anthony Sebro, which will review the
         performance of senior management, recommend appropriate compensation
         levels and approve the issuance of stock options pursuant to the
         Company's stock option plan, and
   (3)   CORPORATE GOVERNANCE COMMITTEE consisting of Emmett Paige, Jr.
         (Chairperson), Fred Alexander and Donald C. Kolasch, which monitor
         compliance with good corporate governance standards, identify
         individuals qualified to become Board members, recommend to the Board
         director nominees for election at the annual meeting of shareholders or
         for election by the Board to fill open seats between annual meetings,
         and review, develop and recommend to the Board corporate governance
         guidelines applicable to the Corporation.

CODE OF ETHICS

The Company Board has adopted Code of Ethics and Business Conduct that applies
to our principal executive officers, principal financial officer, principal
accounting officer or controller, or persons performing similar functions, and
all employees. Copy of this Policy is contained in the Appendix of this 10KSB.

COMPLIANCE WITH SECTION 16(a) OF EXCHANGE ACT

Section 16(a) of the Securities Exchange Act requires our directors, executive
officers and persons who own more than 10% of our common stock to file reports
of ownership and changes in ownership of our common stock with the Securities
and Exchange Commission. Directors, executive officers and persons who own more
than 10% of our common stock are required by Securities and Exchange Commission
regulations to furnish to us copies of all Section 16(a) forms they file.

To our knowledge, based solely upon review of the copies of such reports
received or written representations from the reporting persons, we believe that
during our 2005 fiscal year our directors, executive officers and persons who
own more than 10% of our common stock complied with all Section 16(a) filing
requirements.


ITEM 10. EXECUTIVE COMPENSATION

CASH COMPENSATION

The following table below sets forth the compensation for the past three years
of (i) the Company's Chief Executive Officer, (ii) the Company's two most highly
compensated executive officers other than the CEO and (iii) persons, if any, who
would be included except that they were not serving as March 31, 2005.


                                       20
<PAGE>


<TABLE>
                           SUMMARY COMPENSATION TABLE
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                   ANNUAL COMPENSATION                                   LONG TERM COMPENSATION
                   ----------------------------------------------------------------------------------------
                                                                 AWARDS                    PAYOUTS
                                                        ---------------------------------------------------
                                                        OTHER             RESTRICTED       SECURITIES
                                                        ANNUAL            STOCK            UNDERLYING LTIP
                                                        COMPENSATION      AWARDS           OPTIONS/SARS
POSITION          YEAR     SALARY($)         BONUS($)           ($)        (S)     (#)          ($)
-----------------------------------------------------------------------------------------------------------
<S>               <C>      <C>               <C>                 <C>                <C>          <C>
Robert L          2005     $360,000          $0(1)<F1>           0                  0            0
Jones, Jr.        2004     $360,000          $0(1)<F1>           0                  0            0
CEO (1)           2003     $360,000          $0(1)<F1>           0                  0            0
-----------------------------------------------------------------------------------------------------------
Jonathan          2005     $200,000          $0(1)<F1>           0                  0            0
Gluckman          2004     $200,000          $0(1)<F1>           0                  0            0
President/
COO (1)<F1>
-----------------------------------------------------------------------------------------------------------
Donald C.         2005     $300,000          $0(1)<F1>           0                  0            0
Kolasch           2004     $300,000          $0(1)<F1>           0                  0            0
Chief             2003     $250,000          $0(1)<F1>           0                  0            0
Counsel (1)<F1>
------------------------------------------------------------------------------------------------------------
<FN>
(1)<F1>  Upon recommendations of the Compensation Committee, the Board of
         Directors adopted a salary and performance based bonus compensation
         system for the executive officers of the company. The plan covers the
         Chairman/CEO, President/COO, Chief Financial Officer, and Chief
         Counsel. Job specific performance metrics are used by the Compensation
         Committee and the Board of Directors to evaluate management and
         determine the amount of the bonus that has been earned by each
         individual up to the bonus cap. Bonuses may be paid out as cash or
         stock. The following table sets forth the summary compensation packages
         for the 2006 fiscal year for existing and future executive positions:
</FN>
</TABLE>



--------------------------------------------------------------------------------
POSITION              BASE COMPENSATION              PERFORMANCE BASED BONUS CAP
--------------------------------------------------------------------------------
Chairman and CEO            $185,000                           $215,000
President and COO           $165,000                           $165,000
CFO                         $160,000                           $140,000
Chief Counsel               $165,000                           $165,000
--------------------------------------------------------------------------------

COMPENSATION OF DIRECTORSIn the year ended March 31, 2005, the members of the
Board of Directors were issued 693,888 shares of common stock as compensation.
The shares were valued at $0.25 per share and board of directors fees of
$173,472 were charged to operations for the year ended March 31, 2005 (1). The
common stock was issued to the members as follows:


ROBERT L. JONES, JR.             93,408

JONATHAN P. GLUCKMAN             40,032

DONALD C. KOLASCH                93,408

PATRICIA E. JONES                93,408

FRED L. ALEXANDER                93,408

GITA SHAH                        93,408

EMMETT PAIGE                     93,408

ANTHONY K. SEBRO                 93,408


                                       21
<PAGE>

(1)   Upon recommendation of the Compensation Committee, the Board of Directors
ratified the following change in the annual compensation of the members
effective April 1, 2005. Compensation will now be $12,000 annually, payable
quarterly in cash or in shares of Company stock at the market share price at the
time the compensation is due. In addition, each director shall be paid a sum of
$500 for attendance at each of the formal board meetings. Outside Directors who
are participating on official Board committees shall have the option to bill for
services at a fixed rate of $150.00 per hour with same cash or stock payment
terms.


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

The following table sets forth certain information known to us with respect to
the beneficial ownership of our common stock on March 31, 2005, by each officer
and director, and all officers and directors as a group, as well as all persons
who own greater than 5% of our outstanding shares:

                                   NUMBER OF SHARES       PERCENTAGE OF SHARES
NAME OF BENEFICIAL OWNER (1)      BENEFICIALLY OWNED      BENEFICIALLY OWNED (2)

Robert L. Jones, Jr.                 9,330,500 (3)               31.96
6527 Frietchie Row
Columbia, MD 21045

Jonathan P.Gluckman                  4,557,996 (7)               15.61
907 Golden Eye Court
Arnold, MD  21012

William A. McConarty                 1,903,103                    6.52
10097 Colonial Drive
Ellicott City, MD 21042

Donald C. Kolasch                    2,082,837 (4)                7.13
6899 McLean Province Circle
Falls Church, VA 22043

Mikiya Nemoto                        1,559,618                    5.34
1-10-8 Hijirigaoka
Tokyo, Japan

Anthony K. Sebro                       249,208 (5)                0.85
5117 Columbia Road
Columbia, MD 21044

Patricia E. Jones                      224,208 (5)                0.77
6527 Frietchie Row
Columbia, MD 21045

Gita Shah                              224,208 (5)                0.77
9209 Pegasus Ct.
Potomac, MD 20854

Emmett Paige, Jr.                      224,208 (5)                0.77
122 Cross Foxes Drive
Fort Washington, MD 20744

Fred L. Alexander                      213,708 (5)                0.73
9671 Brynmar Drive
Villa Park, CA 92861


All Officers, Directors or           20,569,594 (6)              70.46
Significant holders as a
group (10 persons)


(1)    To our knowledge, except as set forth in the footnotes to this table and
       subject to applicable community property laws, each person named in the
       table has sole voting

                                       22
<PAGE>

       and investment power with respect to the shares set forth opposite such
       person's name.

(2)    Percentages before issuance are based on 29,193,501 shares of common
       stock outstanding as of March 31, 2005.

(3)    Includes 400,000 shares issuable upon exercise of vested stock options.

(4)    Includes 300,000 shares issuable upon exercise of vested stock options.

(5)    Includes 100,000 shares issuable upon exercise of vested stock options.

(6)    Includes 300,000 shares issuable upon exercise of vested stock options.

(7)    This includes 2,364,000 shares of the Link Plus stock that were
       previously held by Integrated Dynamics, Inc.  This company was wholly
       owned by Dr. Gluckman and was dissolved as of December 2004.  All of its
       assets including the shares of Link Plus stock have been transferred to
       Dr. Gluckman.  The stock transfer has been applied for but is still
       pending.

The Company is not aware of any arrangements that may result in a change in
control of the Company.

At March 31, 2005, our equity compensation plans were as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                             # OF SECURITIES TO BE        WEIGHTED AVERAGE        # OF SECURITIES
                            ISSUED UPON EXERCISE OF      EXERCISE PRICE OF     REMAINING AVAILABLE
                             OUTSTANDING WARRANTS,      OUTSTANDING OPTIONS,        FOR FUTURE
PLAN CATEGORY                 OPTIONS AND RIGHTS         WARRANTS AND RIGHTS        ISSUANCE

---------------------------------------------------------------------------------------------------
<S>                                <C>                           <C>                 <C>
Equity compensation
plans approved by                     --                          --                    --
security holders
---------------------------------------------------------------------------------------------------
Equity compensation
plans not approved                 4,592,910                     $1.00               20,806,499
by security holders
---------------------------------------------------------------------------------------------------
            Total                  4,592,910                     $1.00               20,806,499
---------------------------------------------------------------------------------------------------
</TABLE>

During the period 2000 to the present the Company has issued 2,782,008 options
to purchase Common Stock . The exercise price is $1.00 per share and the
exercise period averages 4.9 years. 100,000 options expired in the period ended
March 31,2005. The options outstanding at March 31, 2005 are 2,682,008.

During the period 1998 to the present the Company has issued 6,612,558 warrants.
The average exercise price is $0.58 per share and the exercise period averages
3.4 years.

To date, none of the options or warrants has been exercised.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Several shareholders advanced funds to the Company for working capital purposes.
As of March 31, 2005 and 2004, the amount due to the shareholders is $93,521.
Interest is computed at ten percent per annum. Accrued and unpaid interest due
to the shareholders is $46,121 and $36,769 as of March 31, 2005 and 2004,
respectively.

The Company's Chief Executive Officer has advanced funds to the Company for
working capital purposes. As of March 31, 2005 and 2004, the amount due to the
Company's CEO is $0 and $66,826, respectively. Interest is compounded daily at
ten percent per annum. No formal repayment terms or arrangements exist. The
officer was issued 250,000 shares of common stock in exchange for the $66,826 of
note payable in December 2004 and accrued unpaid interest of $183,174.

A board member and shareholder of the Company has advanced funds to the Company
for working capital purposes. As of March 31, 2005 and 2004, the amount due to
the Company's board member and shareholder is $180,691. Interest is compounded
daily at ten percent per

                                       23
<PAGE>


annum. Accrued and unpaid interest due to the Company's board member and
shareholder is $105,218 and $87,149 as of March 31, 2005 and 2004, respectively.
No formal repayment terms or arrangements exist.

During the year ended March 31, 2005 and 2004, the Company's officers advanced
funds to the Company for working capital purpose, and the amounts due to
officers were $17,838 and $664 at March 31, 2005 and 2004, respectively. No
formal repayment terms or arrangements exist.

During the year ended March 31, 2005, the Company issued a promissory note in
the amount of $93,000 to an investor in exchange for $53,000 of funds the
investor previously advanced to the Company for working capital purpose, and
$40,000 of liability due to the investor by a related party of the Company. The
Company assumed the $40,000 of liability from the related party and accounted
for the liability assumed as other expense during the year ended March 31, 2005.

Other than the transactions described above, there have been no transactions
during the last two years, or proposed transactions, to which the Company was or
is to be a party, in which any of the following persons had or is to have a
direct or indirect material interest: (1) any director; (2) any nominee for
election as a director; (3) any security holder; and (4) any member of the
immediate family (including spouse, parents, children, siblings, and in-laws) of
any of the persons in 1,2 and 3 above.

There are no parent corporations of the Company.

There have been no transactions with promoters.

There has been no material underwriting or commissions upon the sale of
securities by the Company where any of the specified persons was or is to be a
principal underwriter or is a controlling person or member of a firm that was or
is to be a principal underwriter.

There has been no transaction involving the purchase or sale of assets by or to
the Company otherwise that in the ordinary course of business.


ITEM 13.  EXHIBITS

EXHIBITS

The exhibits listed below are required by Item 601 of Regulation S-B. Each
management contract or compensatory plan or arrangement required to be filed as
an exhibit to this Form 10-K has been identified.

EXHIBIT
NUMBER            DESCRIPTION OF DOCUMENT

3.1               Restated Certificate of Incorporation*

3.2               By-Laws*

10.1              U.S. Government - Patent Licensing and Release Agreement*

10.2              Johns Hopkins University - Strategic Relationship and
                  Licensing Agreement*

10.3              Japan Radio Company - Purchase Contract*

10.4              Johns Hopkins University - Subcontract Agreement*

10.5              May Lam - Subscription Agreement*

10.6              Asahi Telecom Company, Ltd. - Subscription Agreement*

31.1              Rule 13a-14(a) Certification of Chief Executive Officer

31.2              Rule 13a-14(a) Certification of President

31.3              Rule 13a-14(a) Certification of Principal Financial Officer

32.1              Section 1350 Certification of Chief Executive Officer

32.2              Section 1350 Certification of President


                                       24
<PAGE>


32.3              Section 1350 Certification of Principal Financial Officer

-------------------
*Incorporated by reference to the exhibits to the registrant's registration
statement on Form 10-SB, file number 000-50077.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

For the fiscal years ended March 31, 2005 and 2004, our principal accountant
billed $31,033 and $22,000 respectively, for the audit of our annual financial
statements and review of financial statements included in our Form 10-QSB and
10-KSB filings.

AUDIT-RELATED FEES

There were no fees billed for services reasonably related to the performance of
the audit or review of our financial statements outside of those fees disclosed
above under "Audit Fees" for fiscal years 2005 and 2004.

TAX FEES

For the fiscal years ended March 31, 2005 and 2004, our principal accountant did
not render any services for tax compliance, tax advice, and tax planning work.

ALL OTHER FEES

There were no other fees billed by our principal accountants other than those
disclosed above for fiscal years 2005 and 2004.

PRE-APPROVAL POLICIES AND PROCEDURES

Prior to engaging our accountants to perform a particular service, our audit
committee of our board of directors obtains an estimate for the service to be
performed. All of the services described above were approved by the audit
committee in accordance with its procedures.










                                       25


<PAGE>


                                   SIGNATURES

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

                                    LINK PLUS CORPORATION


Date:  June 29, 2005                   By:  /s/ ROBERT L. JONES, JR.
---------------------------         ----------------------------------
                                    Robert L. Jones, Jr., Chairman, CEO

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


NAME                                POSITION                            DATE

/s/ ROBERT L. JONES, JR.         Chairman, CEO                     June 29, 2005
------------------------------
Robert L. Jones, Jr.

/s/ JONATHAN P. GLUCKMAN         President/COO and Director        June 29, 2005
------------------------------
Jonathan P. Gluckman

/s/ DONALD C. KOLASCH            Corporate Counsel/Director        June 29, 2005
------------------------------
Donald C. Kolasch

/s/ PATRICIA E. JONES            Secretary/Treasurer
------------------------------   (Principal Financial
Patricia E. Jones                and Accounting Officer)           June 29, 2005


/s/ EMMETT PAIGE, JR.            Director                          June 29, 2005
------------------------------
Emmett Paige, Jr.


/s/ ANTHONY K. SEBRO             Director                          June 29, 2005
------------------------------
Anthony K. Sebro


/s/ GITA SHAH                    Director                          June 29, 2005
------------------------------
Gita Shah

/s/ FRED L. ALEXANDER            Director                          June 29, 2005
------------------------------
Fred L. Alexander





                                       26

<PAGE>










                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                       FINANCIAL STATEMENTS AND SCHEDULES

                             MARCH 31, 2005 AND 2004

                              LINK PLUS CORPORATION




































                                       F-1

<PAGE>



                              LINK PLUS CORPORATION

                          Index to Financial Statements


<TABLE>
<CAPTION>
                                                                                   PAGE
<S>                                                                             <C>
Report of Registered Independent Certified Public Accounting Firm                  F-3
Consolidated Balance Sheets at March 31, 2005 and 2004                             F-4
Consolidated Statements of Losses for the years ended March 31, 2005 and           F-5
2004
Consolidated Statements of Deficiency in Stockholders' Equity for the
years ended March 31, 2005 and 2004                                                F-6
Consolidated Statements of Cash Flows for the years ended March 31, 2005
and 2004                                                                        F-7 ~ F-8
Notes to Consolidated Financial Statements                                      F-9 ~ F-22

</TABLE>

















                                       F-2

<PAGE>

                    RUSSELL BEDFORD STEFANOU MIRCHANDANI, LLP
                          CERTIFIED PUBLIC ACCOUNTANTS



        REPORT OF REGISTERED INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM



The Board of Directors
Link Plus Corporation
Columbia, Maryland

We have  audited  the  accompanying  consolidated  balance  sheets  of Link Plus
Corporation and its wholly owned subsidiary (the "Company") as of March 31, 2005
and 2004,  and the related  consolidated  statements  of losses,  deficiency  in
stockholders' equity and cash flows for the years then ended. These consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of the
Company as of March 31, 2005 and 2004, and the results of its operations and its
cash flows for the years then ended in  conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note M to the
consolidated  financial  statements,  the Company has suffered  recurring losses
from operations that raise  substantial doubt about its ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note M. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.



                          /s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI, LLP
                          ------------------------------------------------------
                            Russell Bedford Stefanou Mirchandani, LLP
                            Certified Public Accounting Firm





McLean, Virginia
June 14, 2005


                                       F-3
<PAGE>
                              LINK PLUS CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                             MARCH 31, 2005 AND 2004


<TABLE>
<CAPTION>
                                                                 2005                   2004
                                                                 ----                   ----
<S>                                                         <C>                   <C>
ASSETS

Current assets:
Cash and cash equivalents                                   $        72,617       $            43

Prepaid expenses                                                          -                 6,819
                                                            ----------------      ----------------
Total current assets                                                 72,617                 6,862

Property and equipment, net of accumulated
depreciation of $490,741 and $489,225 at March 31,
2005 and 2004, respectively (Note C)                                  1,706                 1,584

Other assets:

Deposits                                                             10,619                 6,819
                                                            ----------------      ----------------
Total other assets                                                   10,619                 6,819

Total assets                                                $        84,942       $        15,265
                                                            ================      ================

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current Liabilities:
Cash disbursed in excess of available funds                 $           163       $           205
Accounts payable and accrued liabilities (Note D)                 3,692,135             3,325,850
Deferred revenue (Note A and J)                                     200,000               200,000
Advances from officers (Note L)                                      17,838                   664
Other advances                                                        6,000                61,400
Notes payable, current portion (Note E)                             423,712               391,538
                                                            ----------------      ----------------
Total current liabilities                                         4,339,848             3,979,657


Commitments and contingencies (Note J)                                    -                     -

Deficiency in stockholders' equity:
Common stock, par value $.005 per share;
50,000,000 shares authorized; 29,193,501 and
20,356,771 shares issued and outstanding at March
31, 2005 and 2004, respectively (Note F)                            145,968               101,784
Additional paid-in capital                                       13,252,848            11,057,257
Common stock subscription payable (Note F)                           34,000               936,564
Accumulated deficit                                             (17,687,722)          (16,059,997)
                                                            ----------------      ----------------
                                                                 (4,254,906)           (3,964,392)
Total liabilities and deficiency in stockholders'
equity                                                      $        84,942       $        15,265
                                                            ================      ================

</TABLE>


          See accompanying notes to consolidated financial statements.
                                       F-4


<PAGE>
                             LINK PLUS CORPORATION
                       CONSOLIDATED STATEMENTS OF LOSSES
                  FOR THE YEARS ENDED MARCH 31, 2005 AND 2004


<TABLE>
<CAPTION>
                                                            2005                 2004
                                                            ----                 ----
<S>                                                   <C>                  <C>

REVENUES:
Sales, net                                            $     165,568        $           -
Cost of sales                                                54,442                    -
                                                      --------------       --------------
Gross profit                                                111,126                    -

Operating expenses:
Selling, general and administrative                       1,690,907              856,540
Acquisition costs (Note B)                                        -            2,142,475
Depreciation(Note C)                                          1,516                1,106
                                                      --------------       --------------
Total operating expenses                                  1,692,423            3,000,121


Loss from operations                                     (1,581,297)          (3,000,121)

Other expense:

Interest expense, net                                       (46,428)             (67,543)
                                                      --------------       --------------
Total other expense                                         (46,428)             (67,543)

Net loss before income taxes                             (1,627,725)          (3,067,664)


Provision for income taxes                                        -                    -
                                                      --------------       --------------
Net loss                                             $   (1,627,725)       $  (3,067,664)
                                                     ===============       ==============

Loss per common share (basic and assuming
dilution) (Note I)                                   $        (0.07)       $       (0.15)
                                                     ===============       ==============

Weighted average shares outstanding (basic
and diluted)                                             23,591,431           20,318,519
                                                     ===============       ==============
</TABLE>



          See accompanying notes to consolidated financial statements.
                                       F-5

<PAGE>


                              LINKPLUS CORPORATION
          CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                       ADDITIONAL
                                                        PAR STOCK       PAID-IN        COMMON STOCK     ACCUMULATED
                                       COMMON SHARES      AMOUNT        CAPITAL        SUBSCRIPTION       DEFICIT          TOTAL

<S>                                    <C>             <C>           <C>               <C>             <C>              <C>
BALANCE AT APRIL 1, 2003                  20,194,269   $  100,971    $  10,745,065     $         -     $ (12,992,333)   $(2,146,297)
Issuance of common stock to
officers and board of directors in
exchange for services                        150,502          753          300,252               -                 -        301,005
Issuance of common stock in
exchange for cash, net of costs and
fees                                          12,000           60           11,940               -                 -         12,000
Common stock subscription in
connection with acquisition of JS
Technologies, Corp. (Note B)                       -            -                -         936,564                 -        936,564

Net Loss                                           -            -                -               -        (3,067,664)    (3,067,664)
                                       -------------   ----------    -------------     -----------     --------------   ------------
BALANCE OF MARCH 31, 2004                 20,356,771   $  101,784    $  11,057,257     $   936,564     $ (16,059,997)   $(3,964,392)

Common stock subscription                          -            -                -          34,000                 -         34,000
Common stock issued in exchange for
other expense                                 20,262          101            3,951               -                 -          4,052
Common stock issued in exchange for
cash, net of costs and fees                1,133,000        5,665          291,335               -                 -        297,000
Common stock issued in exchange for
notes payable and accrued interest         1,000,000        5,000          245,000               -                 -        250,000
Common stock issued in connection
with acquisition of JS
Technologies, Corp. (Note B)               3,672,800       18,364          918,200        (936,564)                -              -
Common stock issued in exchange for
notes payable                                100,000          500           24,500               -                 -         25,000
Common stock issued in exchange for
accrued liabilities and other
advances                                   2,153,964       10,770          526,371               -                 -        537,141
Common stock issued in exchange for
accrued liabilities                           12,816           64            3,139               -                 -          3,203
Issuance of common stock in
exchange for services rendered               743,888        3,720          182,252               -                 -        185,972
Warrants issued to consultants in
exchange for services rendered                     -            -              843               -                 -            843

Net Loss                                           -            -                -               -        (1,627,725)    (1,627,725)
                                       -------------   ----------    -------------     -----------     --------------   ------------
BALANCE AT MARCH 31, 2005                 29,193,501   $  145,968    $  13,252,848     $    34,000     $ (17,687,722)   $(4,254,906)
                                       =============   ==========    =============     ===========     ==============   ============
</TABLE>

          See accompanying notes to consolidated financial statements.
                                       F-6


<PAGE>

                              LINK PLUS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                         2005                  2004
                                                                         ----                  ----
<S>                                                               <C>                  <C>
Cash flows from operating activities:
Net loss                                                          $   (1,627,725)      $   (3,067,664)
Adjustments to reconcile net loss to net cash (used in)
operating activities:
Depreciation (Note C)                                                      1,516                1,106
Common stock issued in exchange for services and
compensation (Note F)                                                    185,972              301,005
Stock warrants issued in exchange for services (Note G)                      843                    -
Common stock issued in exchange for other expense (Note F)                 4,052                    -
Issuance of notes payable in connection with related party
liabilities assumed by the Company (Note E)                               40,000                    -
Acquisition costs (Note B)                                                     -            2,142,475
Changes in assets and liabilities:

Deposits and other assets                                                  3,019              (13,639)
Cash disbursed in excess of available funds                                  (42)                 205
Accounts payable and accrued expenses                                  1,087,403              563,148
                                                                  ---------------      ---------------
Net cash (used in) operating activities                                 (304,962)             (73,364)

Cash flows from investing activities:

Capital expenditures                                                      (1,638)                   -
                                                                  ---------------      ---------------
Net cash (used in) investing activities                                   (1,638)                   -

Cash flows from financing activities:
Proceeds from sale of common stock and common stock
subscription (Note F)                                                    331,000               12,000
Proceeds from notes payable, net of repayments (Note E)                   31,000               60,700
Proceeds from (repayments of) officer advances (Note L)                   17,174                  664
                                                                  ---------------      ---------------
Net cash provided by financing activities                                379,174               73,364


Net increase in cash and cash equivalents                                 72,574                    -
Cash and cash equivalents at beginning of year                                43                    -
Cash acquired in connection with acquisition of JST
Technologies (Note B)                                                          -                   43
                                                                  ---------------      ---------------
Cash and cash equivalents at end of year                          $       72,617       $           43
                                                                  ===============      ===============

</TABLE>


           See accompanying notes to consolidated financial statements
                                       F-7


<PAGE>
                              LINK PLUS CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                         2005                   2004
                                                                         ----                   ----
<S>                                                                 <C>                     <C>
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest                                              $          -            $          -
Cash paid for income taxes                                                     -                       -
Common stock issued in exchange for services and accrued
compensation (Note F)                                                    185,972                 301,005
Stock warrants issued for services (Note G)                                  843
Common stock issued in exchange for accrued liabilities (Note F)
Common stock issued in exchange for other advances (Note F)                2,400                       -
Common stock issued in exchange for other expense (Note F)                 4,052                       -
Common stock issued to related party in exchange for notes
payable (Note E and F)                                                    66,826                       -
Common stock issued to related party in exchange for
accrued interest (Note E and F)                                          183,174                       -
Common stock issued in exchange for notes payable (Note F)                25,000                       -
Other advances converted to promissory note (Note E)                      53,000                       -
Issuance of notes payable in connection with related party
liabilities assumed by the Company (Note E)                               40,000                       -
Acquisition of JS Technologies Corp.: (Note B)
Assets acquired                                                                -                      43
Liabilities assumed                                                            -              (1,205,954)
Common stock to be issued                                                      -                (936,564)
Acquisition costs                                                              -               2,142,475
                                                                    ------------            -------------
Net cash paid for acquisition                                       $          -            $          -
                                                                    ============            =============

</TABLE>

           See accompanying notes to consolidated financial statements
                                       F-8




<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

NOTE A - SUMMARY OF ACCOUNTING POLICIES

A summary of the significant  accounting  policies applied in the preparation of
the accompanying financial statements follows.

BUSINESS AND BASIS OF PRESENTATION

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

In December 2003, the Company entered into a Merger Agreement ("Agreement") with
JS Technologies  Corp.  ("JST"), a company organized under the laws of the State
of  Delaware.  JST is a  private-held  company and is engaged in the business of
developing,   marketing  and  selling  Advanced  Wireless  Communication  System
("AWICS")  and  other  intellectual  property  and  products  based on the AWICS
technology.  In March 2004,  the Company filed a Certificate  of Merger with the
State of Delaware to acquire  JST.  Upon receipt of the approval by the State of
Delaware,  JST was merged  into the Company and the  separate  existence  of JST
ceased (Note B).

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

CASH EQUIVALENTS

For purposes of the Statements of Cash Flows,  the Company  considers all highly
liquid investments  purchased with a maturity date of three months or less to be
cash equivalents.


PROPERTY, PLANT AND EQUIPMENT

Property,  plant  and  equipment  are  recorded  at the  cost  of  purchase  and
depreciated  over  their  estimated  useful  lives  on  a  straight-line  basis.
Estimated useful lives of major depreciable assets are as follows:

Leasehold improvements                       5 years
Furniture and equipment                      5 years
Computer Equipment                           3 years

IMPAIRMENT OF LONG LIVED ASSETS

The Company has adopted  Statement of  Financial  Accounting  Standards  No. 144
("SFAS  144").  The  Statement  requires  that  long-lived  assets  and  certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable.  Events relating to recoverability  may include
significant  unfavorable changes in business conditions,  recurring losses, or a
forecasted  inability to achieve  break-even  operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted  undiscounted cash flows. Should an impairment in value be indicated,
the carrying value of intangible assets will be adjusted,  based on estimates of
future discounted cash flows resulting from the use and ultimate  disposition of
the asset.  SFAS No. 144 also  requires  assets to be disposed of be reported at
the lower of the carrying amount or the fair value less costs to sell.



                                       F-9
<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION

For revenue from product  sales,  the Company  recognizes  revenue in accordance
with Staff Accounting  Bulletin No. 104, REVENUE RECOGNITION  ("SAB104"),  which
superseded Staff Accounting  Bulletin No. 101, REVENUE  RECOGNITION IN FINANCIAL
STATEMENTS  ("SAB101").  SAB 101 requires  that four basic  criteria must be met
before  revenue can be  recognized:  (1)  persuasive  evidence of an arrangement
exists;  (2)  delivery  has  occurred;  (3)  the  selling  price  is  fixed  and
determinable;  and (4)  collectibility is reasonably  assured.  Determination of
criteria (3) and (4) are based on  management's  judgments  regarding  the fixed
nature of the selling prices of the products delivered and the collectibility of
those  amounts.  Provisions  for discounts  and rebates to customers,  estimated
returns and  allowances,  and other  adjustments  are  provided  for in the same
period the related sales are recorded.  The Company defers any revenue for which
the product has not been  delivered or is subject to refund until such time that
the  Company  and the  customer  jointly  determine  that the  product  has been
delivered or no refund will be required.  The Company recorded deferred revenues
of $200,000 as of March 31, 2005 and 2004 (see Note J).

ADVERTISING

The Company  follows the policy of charging the costs of advertising to expenses
as incurred. For the years ended March 31, 2005 and 2004, advertising costs were
not material to the statement of losses.

RESEARCH AND DEVELOPMENT

The Company  accounts for research and development  costs in accordance with the
Financial   Accounting  Standards  Board's  Statement  of  Financial  Accounting
Standards No. 2 ("SFAS 2"),  "Accounting  for Research and  Development  Costs."
Under SFAS 2, all research and  development  costs must be charged to expense as
incurred.  Accordingly,  internal research and development costs are expensed as
incurred.  Third-party  research and  developments  costs are expensed  when the
contracted  work has been performed or as milestone  results have been achieved.
Company-sponsored  research and  development  costs  related to both present and
future  products are expensed in the period  incurred.  The Company  incurred no
expenditures  on research and product  development  for the year ended March 31,
2005 and 2004.

INCOME TAXES

Deferred  income taxes are  provided  using the asset and  liability  method for
financial  reporting purposes in accordance with the provisions of Statements of
Financial Standards No. 109,  "Accounting for Income Taxes".  Under this method,
deferred tax assets and  liabilities  are recognized  for temporary  differences
between the tax bases of assets and  liabilities  and their carrying  values for
financial   reporting   purposes,   and  for  operating   loss  and  tax  credit
carryforwards.  Deferred tax assets and  liabilities  are measured using enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary  differences  are  expected  to be removed or  settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
the  consolidated  statements  of  operations  in the period that  includes  the
enactment date.

STOCK BASED COMPENSATION


In December 2002, the FASB issued  Statement of Financial  Accounting  Standards
No. 148 ("SFAS No. 148"),  "Accounting for  Stock-Based  Compensation-Transition
and  Disclosure-an  amendment of SFAS 123." This statement  amends SFAS No. 123,
"Accounting for Stock-Based  Compensation,"  to provide  alternative  methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock-based employee compensation.


                                      F-10


<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

STOCK BASED COMPENSATION

In addition,  this statement amends the disclosure  requirements of SFAS No. 123
to require prominent disclosures in both annual and interim financial statements
about the method of accounting for  stock-based  employee  compensation  and the
effect of the  method  used on  reported  results.  The  Company  has  chosen to
continue to account  for  stock-based  compensation  using the  intrinsic  value
method   prescribed   in  APB  Opinion  No.  25  and  related   interpretations.
Accordingly,  compensation  expense for stock options is measured as the excess,
if any, of the fair market value of the Company's stock at the date of the grant
over the  exercise  price of the  related  option.  The  Company has adopted the
annual  disclosure  provisions of SFAS No. 148 in its financial  reports for the
year  ended  March  31,  2005 and 2004 and will  adopt  the  interim  disclosure
provisions for its financial reports for the subsequent periods.


Had compensation  costs for the Company's stock options been determined based on
the fair value at the grant dates for the  awards,  the  Company's  net loss and
losses  per share  would  have been as  follows  (transactions  involving  stock
options issued to employees and Black-Scholes model assumptions are presented in
Note G):

<TABLE>
<CAPTION>
                                                                              2005               2004
                                                                              ----               ----
<S>                                                                         <C>                <C>
Net loss - as reported                                                      $ (1,627,725)      $ (3,067,664)
Add:  Total  stock  based  employee  compensation  expense as reported
under intrinsic value method (APB. No. 25)                                              -                 -
Deduct:  Total stock based employee  compensation  expense as reported
under fair value based method (SFAS No. 123)                                    (137,573)
                                                                            -------------      -------------
Net loss - Pro Forma                                                        $ (1,765,298)      $ (3,067,664)
                                                                            =============      =============
Net loss attributable to common stockholders - Pro forma                    $ (1,765,298)      $ (3,067,664)
                                                                            =============      =============
Basic (and assuming dilution) loss per share - as reported                  $      (0.07)      $      (0.15)
                                                                            =============      =============
Basic (and assuming dilution) loss per share - Pro forma                    $      (0.07)      $      (0.15)
                                                                            =============      =============
</TABLE>

On December 16, 2004,  the Financial  Accounting  Standards  Board (FASB) issued
FASB  Statement  No.  123R  (revised  2004),  "Share-Based  Payment"  which is a
revision of FASB Statement No. 123,  "Accounting for Stock-Based  Compensation".
Statement 123R  supersedes APB opinion No. 25,  "Accounting  for Stock Issued to
Employees",  and amends  FASB  Statement  No.  95,  "Statement  of Cash  Flows".
Generally,  the approach in Statement 123R is similar to the approach  described
in Statement 123. However,  Statement 123R requires all share-based  payments to
employees,  including grants of employee stock options,  to be recognized in the
income statement based on their fair values.  Pro-forma  disclosure is no longer
an  alternative.  On April 14, 2005,  the SEC amended the effective  date of the
provisions of this  statement.  The effect of this  amendment by the SEC is that
the Company will have to comply with Statement 123R and use the Fair Value based
method of  accounting  no later  than the fourth  quarter  of fiscal  year 2006.
Management  has not  determined  the  impact  that this  statement  will have on
Company's consolidated financial statements.





                                      F-11

<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

SEGMENT INFORMATION

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") establishes standards for
reporting   information   regarding   operating  segments  in  annual  financial
statements and requires selected  information for those segments to be presented
in interim financial  reports issued to stockholders.  SFAS 131 also establishes
standards for related  disclosures  about  products and services and  geographic
areas.  Operating  segments are identified as components of an enterprise  about
which separate discrete financial information is available for evaluation by the
chief operating  decision maker, or  decision-making  group, in making decisions
how to allocate  resources and assess  performance.  The  information  disclosed
herein  materially  represents all of the financial  information  related to the
Company's principal operating segment.


USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting periods. Actual results could differ from those estimates.

CONCENTRATION OF CREDIT RISK

Financial  instruments and related items, which potentially  subject the Company
to  concentrations  of credit risk,  consist primarily of cash, cash equivalents
and related party  receivables.  The Company  places its cash and temporary cash
investments with credit quality institutions.  At times, such investments may be
in excess of the FDIC  insurance  limit.  The Company  periodically  reviews its
trade  receivables  in  determining  its  allowance for doubtful  accounts.  The
Company has no accounts  receivable and allowance for doubtful accounts at March
31, 2005 and 2004.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial  Accounting  Standards No. 107,  "Disclosures  About Fair
Value of  Financial  Instruments,"  requires  disclosure  of the  fair  value of
certain financial instruments.  The carrying value of cash and cash equivalents,
accounts receivable, accounts payable and short-term borrowings, as reflected in
the balance sheets, approximate fair value because of the short-term maturity of
these instruments.

LIQUIDITY

As reflected in the accompanying financial statements,  the Company incurred net
losses of $1,627,725 and $3,067,664 for the years ended March 31, 2005 and 2004,
respectively,  and has an  accumulated  deficit of  $17,687,722  as of March 31,
2005. In addition, the Company's current liabilities exceeded its current assets
by $4,267,231 as of March 31, 2005.


                                      F-12

<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

COMPREHENSIVE INCOME (LOSS)

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 130,
"Reporting  Comprehensive  Income".  SFAS No. 130 establishes  standards for the
reporting  and   displaying  of   comprehensive   income  and  its   components.
Comprehensive  income is defined as the change in equity of a business  during a
period from  transactions  and other  events and  circumstances  from  non-owner
sources.  It  includes  all  changes  in  equity  during a period  except  those
resulting from investments by owners and  distributions to owners.  SFAS No. 130
requires  other   comprehensive   income  (loss)  to  include  foreign  currency
translation  adjustments and unrealized  gains and losses on  available-for-sale
securities.

PENSION PLANS AND OTHER POST EMPLOYMENT BENEFITS

Statement of Financial  Accounting  Standards No. 132 ("SFAS  132"),  Employer's
Disclosures  about  Pension  and Other  Post  Employment  Benefits,  establishes
disclosure requirements regarding pension and post employment obligations.  SFAS
132 does not affect the Company as of March 31, 2005 and 2004.

NET EARNINGS (LOSSES) PER COMMON SHARE

The Company computes earnings per share under Statement of Financial  Accounting
Standards No. 128,  "Earnings Per Share" ("SFAS 128"). Net earnings (losses) per
common share is computed by dividing net income  (loss) by the weighted  average
number  of  shares  of  common  stock  and  dilutive  common  stock  equivalents
outstanding during the year. Dilutive common stock equivalents consist of shares
issuable upon conversion of convertible preferred shares and the exercise of the
Company's  stock  options and  warrants  (calculated  using the  treasury  stock
method).

RECLASSIFICATIONS

Certain  reclassifications  have been made to conform to prior  periods' data to
the  current  presentation.  These  reclassifications  had no effect on reported
losses.

NEW ACCOUNTING PRONOUNCEMENTS

In November 2004, the Financial  Accounting  Standards  Board (FASB) issued SFAS
151,  INVENTORY  COSTS-- AN AMENDMENT OF ARB NO. 43,  CHAPTER 4. This  Statement
amends the guidance in ARB No. 43,  Chapter 4,  "Inventory  Pricing," to clarify
the accounting for abnormal amounts of idle facility expense,  freight, handling
costs,  and  wasted  material  (spoilage).  Paragraph  5 of ARB 43,  Chapter  4,
previously  stated  that ". . . under  some  circumstances,  items  such as idle
facility expense,  excessive spoilage,  double freight, and rehandling costs may
be so abnormal as to require  treatment as current period  charges.  . . ." This
Statement  requires  that those items be recognized  as  current-period  charges
regardless  of whether they meet the  criterion of "so  abnormal."  In addition,
this Statement  requires that  allocation of fixed  production  overheads to the
costs  of  conversion  be  based  on  the  normal  capacity  of  the  production
facilities.  This  Statement is effective for inventory  costs  incurred  during
fiscal  years  beginning  after June 15, 2005.  Management  does not believe the
adoption  of this  Statement  will  have any  immediate  material  impact on the
Company.




                                      F-13
<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In  December  2004,  the FASB issued SFAS  No.152,  "Accounting  for Real Estate
Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67" ("SFAS
152) The amendments  made by Statement 152 This Statement  amends FASB Statement
No.  66,  Accounting  for  Sales of Real  Estate,  to  reference  the  financial
accounting and reporting guidance for real estate time-sharing transactions that
is  provided in AICPA  Statement  of Position  (SOP) 04-2,  Accounting  for Real
Estate Time-Sharing Transactions.  This Statement also amends FASB Statement No.
67,  Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to state that the guidance for (a) incidental  operations and (b) costs incurred
to sell  real  estate  projects  does  not  apply  to real  estate  time-sharing
transactions.  The accounting  for those  operations and costs is subject to the
guidance in SOP 04-2.  This Statement is effective for financial  statements for
fiscal years beginning after June 15, 2005. with earlier application encouraged.
The Company does not anticipate  that the  implementation  of this standard will
have a material impact on its financial position,  results of operations or cash
flows.

On  December  16,  2004,  the  Financial  Accounting  Standards  Board  ("FASB")
published  Statement of Financial  Accounting  Standards No. 123 (Revised 2004),
SHARE-BASED  PAYMENT ("SFAS 123R").  SFAS 123R requires that  compensation  cost
related to  share-based  payment  transactions  be  recognized  in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include stock options,  restricted stock plans,  performance-based awards, stock
appreciation  rights,  and employee share purchase plans. The provisions of SFAS
123R are  effective  as of the first  interim  period that begins after June 15,
2005. Accordingly,  the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment  transactions under the provisions of APB 25, which does not necessarily
require  the  recognition  of  compensation  cost in the  financial  statements.
Management is assessing the  implications  of this revised  standard,  which may
materially  impact the  Company's  results of operations in the third quarter of
fiscal year 2005 and thereafter.

On December 16, 2004, FASB issued  Statement of Financial  Accounting  Standards
No. 153,  EXCHANGES OF NONMONETARY  ASSETS,  AN AMENDMENT OF APB OPINION NO. 29,
ACCOUNTING FOR NONMONETARY TRANSACTIONS (" SFAS 153"). This statement amends APB
Opinion 29 to  eliminate  the  exception  for  nonmonetary  exchanges of similar
productive  assets and  replaces it with a general  exception  for  exchanges of
nonmonetary assets that do not have commercial  substance.  Under SFAS 153, if a
nonmonetary  exchange of similar productive assets meets a  commercial-substance
criterion and fair value is determinable,  the transaction must be accounted for
at fair  value  resulting  in  recognition  of any  gain or  loss.  SFAS  153 is
effective for  nonmonetary  transactions in fiscal periods that begin after June
15,  2005.  The Company  does not  anticipate  that the  implementation  of this
standard  will have a  material  impact on its  financial  position,  results of
operations or cash flows.

In March 2005, the FASB issued FASB Interpretation (FIN) No. 47, "Accounting for
Conditional  Asset Retirement  Obligations,  an interpretation of FASB Statement
No. 143," which  requires an entity to recognize a liability  for the fair value
of a conditional  asset  retirement  obligation when incurred if the liability's
fair value can be  reasonably  estimated.  The  Company is required to adopt the
provisions of FIN 47 no later than the end of its fiscal 2006.  The Company does
not expect the adoption of this  Interpretation to have a material impact on its
consolidated financial position, results of operations or cash flows.







                                      F-14


<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In May 2005 the FASB issued Statement of Financial  Accounting  Standards (SFAS)
No. 154, "Accounting Changes and Error Corrections, a replacement of APB Opinion
No. 20 and FASB Statement No. 3." SFAS 154 requires retrospective application to
prior periods' financial statements for changes in accounting principle,  unless
it is  impracticable  to  determine  either the  period-specific  effects or the
cumulative  effect of the  change.  SFAS 154 also  requires  that  retrospective
application of a change in accounting principle be limited to the direct effects
of the change.  Indirect effects of a change in accounting principle,  such as a
change in non-discretionary profit-sharing payments resulting from an accounting
change,  should be recognized in the period of the accounting  change.  SFAS 154
also requires that a change in depreciation,  amortization,  or depletion method
for long-lived,  non-financial assets be accounted for as a change in accounting
estimate effected by a change in accounting principle. SFAS 154 is effective for
accounting  changes and  corrections  of errors made in fiscal  years  beginning
after December 15, 2005. Early adoption is permitted for accounting  changes and
corrections  of  errors  made in  fiscal  years  beginning  after  the date this
Statement  is issued.  The Company  does not expect the adoption of this SFAS to
have a  material  impact on its  consolidated  financial  position,  results  of
operations or cash flows.


NOTE B - BUISNESS COMBINATION

In December 2003, the Company entered into a Merger Agreement ("Agreement") with
JS Technologies,  Corp. ("JST"), a company organized under the laws of the State
of  Delaware.  JST is a  private-held  company and is engaged in the business of
developing,   marketing  and  selling  Advanced  Wireless  Communication  System
("AWICS")  and  other  intellectual  property  and  products  based on the AWICS
technology.  In March 2004,  the Company filed a Certificate  of Merger with the
State of Delaware to acquire  JST.  Upon receipt of the approval by the State of
Delaware,  JST was merged  into the Company and the  separate  existence  of JST
ceased.

For  accounting  purposes,  the Company  shall be the  surviving  entity and the
transaction  is  accounted  for using the  purchase  method of  accounting.  The
results  of  operations  subsequent  to the date of merger are  included  in the
Company's consolidated statement of losses.

In connection  with the  Agreement,  JST  transferred  to the Company all of its
assets  and  liabilities  in  exchange  for a total of  3,672,800  shares of the
Company's restricted common stock and 327,200 warrants with an exercise price of
$1.00  per  share  that  expire 4 years  from the date of the  acquisition.  The
restricted  common  shares  were issued in  September  2004 (Note F). The common
shares  issued in connection  with the  Agreement  were valued based on the fair
market value at the date of  acquisition.  The Company has charged to operations
the acquisition costs of $2,142,475 during the year ended March 31, 2004.

The following summarizes the acquisition of JST:

3,672,800 shares of  common  stock to be issued                 $  (936,564)
Assets acquired                                                          43
Liabilities assumed                                              (1,205,954)
                                                                ------------
Acquisition costs                                               $ 2,142,475
                                                                ============


                                      F-15
<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

NOTE C - PROPERTY, PLANT AND EQUIPMENT

The Company's  property,  plant and equipment at March 31, 2005 and 2004 consist
of the following:

                                                  2005              2004
                                                  ----              ----
  Furniture & Fixtures                        $  437,029        $   435,391
  Leasehold Improvements                          48,560             48,560
  Computer Equipment
                                              -----------       ------------
                                                   6,858              6,858
                                              -----------       ------------
     Total                                       492,447            490,809
  Accumulated Depreciation                      (490,741)          (489,225)
                                              -----------       ------------
                                              $    1,706        $     1,584
                                              ===========       ============

Depreciation  expense  included  as a charge to income  amounted  to $1,516  and
$1,106 for the year ended March 31, 2005 and 2004, respectively.

NOTE D - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accrued liabilities at March 31, 2005and 2004 are as follows:

                                                  2005               2004
                                                  ----               ----
  Accrued payroll and payroll taxes          $  1,900,523       $    993,315
  Accrued expenses                              1,594,145          1,917,053
  Accrued interest                                197,467            415,482
                                             ------------       ------------
  Total                                      $  3,692,135       $  3,325,850
                                             ============       ============

NOTE E - NOTES PAYABLE

Notes payable at March 31, 2005 and 2004 are as follows:

<TABLE>
<CAPTION>
                                                                                    2005                2004
                                                                                    ----                ----
<S>                                                                             <C>                 <C>
     Series of advances unsecured and payable on demand to Company
     officer, accrues interest at 10% per annum compounded daily, (see
     Note L) (a)                                                                $          -        $   66,826
     Series of advances unsecured and payable on demand to Company board
     member and shareholder, accrues interest at 10% per annum
     compounded daily, (see Note L)                                                  180,691           180,691
     Series of advances unsecured and payable on demand to Company
     shareholder, accrues interest at 10% per annum, (see Note L)                     36,321            36,321
     Unsecured note payable on demand to Company shareholder, accrues
     interest at 10% per annum, (see Note L)                                          10,000            10,000
     Unsecured note payable on demand to Company shareholder, accrues
     interest at 10% per annum, (see Note L)                                          10,000            10,000
     Unsecured note payable on demand to Company shareholder, accrues
     interest at 10% per annum, (see Note L)                                          30,000            30,000
     Unsecured note payable on demand, accrues interest at 10% per annum               2,000             2,000
     Unsecured note payable on demand, accrues interest at 0% per annum                    -             7,000
     Unsecured note payable on demand, accrues interest at 10% per annum
                                                                                       1,500             1,500

</TABLE>


                                      F-16
<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

NOTE E - NOTES PAYABLE (CONTINUED)

     (CONTINUED)
<TABLE>
<CAPTION>
                                                                                    2005                2004
                                                                                    ----                ----
<S>                                                                             <C>                 <C>

     Unsecured note payable on demand, accrues interest at 10% per annum              10,000            10,000
     Unsecured note payable on demand to Company shareholder, accrues
     interest at 10% per annum (see Note L)                                            7,200             7,200
     Unsecured note payable accrues interest at 12% per annum, original
     maturity date was November 12, 2004, extended maturity date is June              30,000            30,000
     1, 2005.
     Unsecured note payable accrues interest at 10% per annum; maturity
     date is August 18, 2005                                                          13,000                 -
     Unsecured note payable, accrues interest at 10% per annum, minimum
     monthly payment of $2,000 with the balance due no later than
     October 2007; early redemption is expected when Company has
     available funds.  (b)                                                            93,000                 -
                                                                                ------------        -----------
     Total                                                                      $    423,712        $  391,538
     Less: current portion                                                          (423,712)         (391,538)
                                                                                -------------       -----------
                                                                                $          -        $        -
                                                                                =============       ===========
</TABLE>

(a)  During  the year ended  March 31,  2005,  the  officer  agreed to  exchange
previously  issued notes  payable of remaining  principal  amount of $66,826 and
unpaid  accrued  interest of $183,174  into  1,000,000  shares of the  Company's
restricted common stock. The Company's officer also received  1,000,000 warrants
expire  four year from the  issuance  date with an  exercise  price of $0.50 per
share. The conversion price,  $0.25 per share, was approximately the fair market
value of the Company's common shares at the time the agreement was entered into.
Accordingly,  no intrinsic value or imbedded  beneficial  conversion feature was
recorded in connection with the conversion of debt.

(b) During the year ended March 31, 2005, the Company  issued a promissory  note
in the amount of $93,000 to an  investor  in  exchange  for $53,000 of funds the
investor  previously  advanced to the Company for working capital  purpose,  and
$40,000 of liability due to the investor by a related party of the Company.  The
Company  assumed the $40,000 of liability  from the related  party and accounted
for the liability assumed as other expense during the year ended March 31, 2005.

NOTE F - CAPITAL STOCK

The Company is authorized to issue 50,000,000 shares of common stock with $0.005
par value per share.  As of March 31, 2005 and 2004,  the Company has issued and
outstanding 29,193,501 and 20,356,771 shares of common stock,  respectively.  On
October 1, 2002, the Company declared a 2-for-1 stock split on its common stock.
All common  stock  share  information  has been  adjusted  retroactively  in the
accompanying consolidated financial statements for all periods presented.

During the year ended March 31, 2004, the Company issued an aggregate of 150,502
shares of the  Company's  common  stock to  Company's  officers in exchange  for
services  provided  to the  Company.  The  Company  valued the shares  issued at
$301,005,  which  approximated  the fair value of the shares  issued  during the
period the services were rendered.  Compensation  costs charged to income during
the year ended March 31, 2004 were $301,005. Additionally, the Company issued an
aggregate  of 12,000  shares of its common stock to  sophisticated  investors in
exchange for $12,000,  net of costs and fees, in  connection  with the Company's
private placement.


                                      F-17
<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

NOTE F - CAPITAL STOCK (CONTINUED)

During the year ended March 31, 2005, the Company received proceeds of $297,000,
net of costs and fees,  from  investors for an aggregate of 1,133,000  shares of
common  stock  subscribed  and issued.  The  Company  also  received  $34,000 of
proceeds,  net of costs and fees,  for 136,000 common shares  subscribed.  As of
March 31, 2005,  the 136,000  shares of common  stock have not been issued,  and
accordingly  were accounted as stock  subscription  payable.  The Company issued
1,000,000  shares of its common  stock to its officer in exchange for $66,826 of
notes payable  (Note E) and $183,174 of unpaid  accrued  interest  (Note L). The
Company  also issued an  aggregate  of 20,262  shares of common  stock to settle
claims from five  individuals that purchased the Company's common stock from the
Company's former officer. The shares issued were valued based on the fair market
value of the Company's common stock at the time of issuance. The Company did not
receive  proceeds  from those  individuals  and has  accounted the common shares
issued, valued at $4,052, as other expense during the year ended March 31, 2005.
The Company  issued an aggregate of 3,672,800  shares of its  restricted  common
stock,   valued  at  $936,564,   in  connection  with  the  acquisition  of  JST
Technologies  in December  2003 (Note B).  Additionally,  the Company  issued an
aggregate of 743,888  shares to officers and  directors in exchange for $185,972
of services  rendered,  which  approximated  the fair value of the shares issued
during the period  services were  rendered.  The Company  issued an aggregate of
100,000 to an investor  in exchange  for  $25,000 of  previously  accrued  notes
payable  issued  during the year ended March 31,  2005.  The  Company  issued an
aggregate  of  2,153,964  shares of common  stock to a creditor in exchange  for
$534,741 of  previously  accrued  liabilities  and $2,400 of funds the  creditor
previously  advanced to the Company.  The Company issued an aggregate of $12,816
share of common stock to a vendor in exchange for $3,203 of previously  incurred
debt.

NOTE G - STOCK OPTIONS AND WARRANTS

OPTIONS

The  following  table  summarizes  the  changes in options  outstanding  and the
related  prices  for  the  shares  of  the  Company's  common  stock  issued  to
shareholders and employees at March 31, 2005.

<TABLE>
<CAPTION>
                     OPTIONS OUTSTANDING                                    OPTIONS EXERCISABLE
                                              Weighted
                                               Average
                                              Remaining
                            Number        Contractual Life                Number        Weighted Average
   EXERCISE PRICES:       OUTSTANDING          (YEARS)                 EXERCISABLE       EXERCISE PRICE
   ----------------       -----------     ----------------             -----------      ----------------
<S>             <C>          <C>                     <C>                 <C>                        <C>
                $1.00        2,682,008               4.90                2,682,008                  $1.00
                             =========               ====                =========                  =====
</TABLE>


Transactions  involving  the  Company's  options  issuances  are  summarized  as
follows:

                                                 Number of      Weighted Average
                                                  SHARES         EXERCISE PRICE
   Outstanding at April 1, 2003                  2,782,008             $   1.00
   Granted                                               -                    -
   Exercised                                             -                    -
   Cancelled or Expired                                  -                    -
                                                -----------            ---------
   Outstanding at March 31, 2004                 2,782,008             $   1.00
                                                ===========            =========
   Granted                                               -                    -
   Exercised                                             -                    -
   Cancelled or Expired                           (100,000)                   -
                                                -----------            ---------
   Outstanding at March 31, 2005                 2,682,008             $   1.00
                                                ===========            =========

The Company did not grant stock options to shareholders or employees  during the
year ended March 31, 2005 and 2004. All previous granted stock options vested at
the time of issuance.

                                      F-18

<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

NOTE G - STOCK OPTIONS AND WARRANTS

WARRANTS

The  following  table  summarizes  the changes in warrants  outstanding  and the
related  prices  for  the  shares  of  the  Company's  common  stock  issued  to
shareholders and employees at March 31, 2005.

<TABLE>
<CAPTION>
                     WARRANTS OUTSTANDING                               WARRANTS EXERCISABLE
                                     Weighted
                                     Average          Weighted
                                    Remaining          Average
        Exercise     Number      Contractual Life      Exercise          Number       Weighted Average
         PRICES   OUTSTANDING        (YEARS)            PRICE         EXERCISABLE      EXERCISE PRICE
         ------   -----------        -------            -----         -----------      --------------
<S>                 <C>                 <C>            <C>              <C>                   <C>
        $  1.00     1,047,802           1.86           $   1.00         1,047,802             $ 1.00
           0.50     5,590,756           3.67               0.50         5,465,756               0.50
                    ---------           ----           --------         ---------             ------
                    6,638,558           3.39           $   0.58         6,513,558             $ 0.58
                    =========           ====           =========        =========             ======
</TABLE>

Transactions  involving  the  Company's  warrant  issuances  are  summarized  as
follows:

                                                 Number of      Weighted Average
                                                   SHARES         EXERCISE PRICE
   Outstanding at April 1, 2003                   1,755,302             $   1.00
   Granted                                          327,200                 1.00
   Exercised                                              -                    -
   Cancelled or Expired                            (871,600)                1.00
                                                 -----------            --------
   Outstanding at March 31, 2004                  1,210,902             $   1.00
                                                 ===========            ========
   Granted                                        5,590,756                 0.50
   Exercised                                              -                    -
   Cancelled or Expired                            (163,100)                1.00
                                                 -----------            --------
   Outstanding at March 31, 2005                  6,638,558             $   0.58
                                                 ===========            ========

The  Company  did  not  granted  any  compensatory   warrants  to  employees  or
consultants  during the year ended March 31,  2004.  The Company  granted  5,976
compensatory  warrants to an attorney in exchange for  services  during the year
ended March 31, 2005.  The  estimated  value of warrants  granted and vested was
determined  using the  Black-Scholes  option  pricing  model  and the  following
assumptions:  contractual term of 4 years, a risk free interest rate of 1.46%, a
dividend  yield of 0% and volatility of 121%.  Compensation  expense of $843 was
charged to operations  during the year ended March 31, 2005.  Additionally,  the
Company granted an aggregate of 1,225,000  compensatory warrants to employees in
exchange for services  rendered during the year ended March 31, 2005.  Among the
1,225,000  compensatory  warrants granted to employees,  1,100,000 warrants were
vested  during  the  year  ended  March  31,  2005.  If the  Company  recognized
compensation  cost for compensatory  warrants granted to employees in accordance
with SFAS No. 123, the Company's pro forma net loss and net loss per share would
have been  $(1,765,298) and $(0.07) for the year period ended March 31, 2005 and
$(3,067,664) and $(0.15) for the year ended March 31, 2004.



                                      F-19


<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

NOTE H - INCOME TAXES

Financial  Accounting  Standard No. 109 requires the recognition of deferred tax
liabilities and assets for the expected  future tax  consequences of events that
have been included in the financial statement or tax returns. Under this method,
deferred  tax  liabilities  and assets are  determined  based on the  difference
between  financial  statements  and tax bases of assets  and  liabilities  using
enacted tax rates in effect for the year in which the  differences  are expected
to reverse.  Temporary differences between taxable income reported for financial
reporting purposes and income tax purposes are insignificant.

At March 31, 2005,  the Company has available for federal  income tax purposes a
net operating loss carryforward of approximately $17,687,000,  expiring the year
2025, that may be used to offset future taxable income. The Company has provided
a valuation  reserve  against the full amount of the net operating loss benefit,
since in the  opinion  of  management  based  upon the  earnings  history of the
Company, it is more likely than not that the benefits will not be realized.

Components of deferred tax assets as of March 31, 2005 are as follows:

                Non current:
                Net operating loss carryforward         $   6,171,000
                Valuation allowance                        (6,171,000)
                                                        --------------
                Net deferred tax asset                  $           -
                                                        ==============

NOTE I - LOSSES PER COMMON SHARE

The  following  table  presents  the  computation  of basic and diluted loss per
share:

                                                     2005              2004
                                                     ----              ----
Net loss available for common shareholders      $ (1,627,725)      $ (3,067,664)
                                                =============      =============
Basic and fully diluted loss per share          $       (.07)      $      (0.15)
                                                =============      =============
Weighted average common shares outstanding        23,591,431         20,318,519
                                                =============      =============

NOTE J - COMMITMENTS AND CONTINGENCIES

LEASE COMMITMENTS

The  Company  entered  into a  five-year  lease  agreement  to lease  office and
distribution space for its corporate offices in Columbia,  Maryland,  commencing
January 2004.  The Company also entered into a twelve-month  lease  agreement to
lease an office in Irvine,  California,  expiring December 2005. Commitments for
minimum rentals under non-cancelable leases at March 31, 2005 are as follows:

                    2005               $ 122,679
                    2006                  90,651
                    2007                  95,073
                    2008                  99,495
                                       ---------
                                       $ 407,898
                                       =========

Total rental  expenses  charged to operations for the years ended March 31, 2005
and 2004 are $160,613 and $32,024, respectively.



                                      F-20
<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

NOTE J - COMMITMENTS AND CONTINGENCIES (CONTINUED)

SALES AGREEMENT

On June 14, 2000, the Company signed a sales agreement with Japan Radio Company,
Ltd.  ("JRC") to provide the Model No. 4000C chip with the  Company's  Lincompex
software  over a period of 13 years.  JRC  ordered  the  initial  2000 chips and
pre-paid $200,000 to the Company for these chips. As of March 31, 2005 and 2004,
the chips have not been delivered to JRC and thus, revenue has been deferred.

LICENSE AGREEMENT

The Company entered into a Strategic Relationship and License Agreement with The
Johns  Hopkins   University  acting  through  its  Applied  Physics   Laboratory
("JHU/APL") on September 21, 2001. The Company desires to commercially  develop,
manufacture,  use and  distribute  products and processes  embodying the JHU/APL
Intellectual  Property  throughout the world.  The Company is required to make a
$2,000 annual  payment to JHU/APL.  In addition,  the Company is required to pay
JHU/APL a cumulative  royalty for each licensed  product sold or leased at fifty
percent of all sublicense revenues received by the Company. As of March 31, 2005
and 2004, the Company has not received any sublicense revenues.

EMPLOYMENT AGREEMENTS

The Company has  employment  agreements  with three  Executive  Officers.  These
agreements  provide for annual base  compensation of approximately  $860,000 per
annum.  In addition to salary and benefit  provisions,  the  agreement  includes
defined commitments should the employee terminate the employment with or without
cause. The agreements  provide for additional  incentives in the form of bonuses
for performance and also provide for the issuance of equity compensation.

In March 2005,  the three  Executive  Officers  agreed to accept an aggregate of
4,970,446  stock options to purchase  4,970,446  shares of the Company's  common
stock in exchange for all accrued unpaid salaries. The issuance of stock options
has been approved by the board but pending for shareholders approval. Subject to
shareholders'  approval, the stock options may be exercised on a cashless basis,
and the maximum duration of the stock options will be 20 years from issuance.

Pursuant to the employment agreement the Company entered into with its Executive
Vice President  ("Employees") dated December 2003, Employee shall be eligible to
receive  warrants to purchase  336,400 shares of the Company's common stock. The
warrants  shall be issued and become fully  vested upon the Company  closing its
first contract following the date of the employment  agreement that results from
Employee's efforts.  Each warrant will entitle Employee to purchase one share of
the Company's common stock at a price of $1.00 per share and the warrants expire
4 years from the vesting  date.  As of March 31, 2005 the warrants have not been
granted  to  Employee.  The  Company  plans to issue the  warrants  in the first
quarter of fiscal year 2006.

LITIGATION

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


                                      F-21
<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

NOTE K - BUSINESS CONCENTRATION

The Company did not generate revenues and did not have suppliers which accounted
for more than 10% of total  purchases  during  the year  ended  March 31,  2004.
Revenue from two (2) major customers  amounted  $144,056 or 88% of sales for the
year ended March 31, 2005.  Purchases  from the  Company's  two major  suppliers
amounted  $38,741 or 71% of total  purchases  for the year ended March 31, 2005.
Total accounts  payable of $2,500 was due to these two suppliers as of March 31,
2005.

NOTE L - RELATED PARTY TRANSACTIONS

Several shareholders advanced funds to the Company for working capital purposes.
As of March 31, 2005 and 2004,  the amount due to the  shareholders  is $93,521.
Interest is  computed at ten percent per annum (see Note E).  Accrued and unpaid
interest due to the shareholders is $46,121 and $36,769 as of March 31, 2005 and
2004, respectively.

The  Company's  Chief  Executive  Officer has advanced  funds to the Company for
working capital  purposes.  As of March 31, 2005 and 2004, the amount due to the
Company's CEO is $0 and $66,826,  respectively.  Interest is compounded daily at
ten percent per annum.  No formal  repayment terms or  arrangements  exist.  The
officer was issued 250,000 shares of common stock in exchange for the $66,826 of
note payable in December 2004 (Note E) and accrued  unpaid  interest of $183,174
(Note F).

A board member and  shareholder of the Company has advanced funds to the Company
for working capital  purposes.  As of March 31, 2005 and 2004, the amount due to
the Company's  board member and  shareholder is $180,691  (Note E).  Interest is
compounded  daily at ten percent per annum.  Accrued and unpaid  interest due to
the Company's  board member and  shareholder is $105,218 and $87,149 as of March
31,  2005 and 2004,  respectively.  No formal  repayment  terms or  arrangements
exist.

During the year ended March 31, 2005 and 2004, the Company's  officers  advanced
funds to the  Company  for  working  capital  purpose,  and the  amounts  due to
officers  were  $17,838  and $664 at March 31, 2005 and 2004,  respectively.  No
formal repayment terms or arrangements exist.

NOTE M - GOING CONCERN MATTERS

As reflected in the accompanying consolidated financial statements,  the Company
incurred net losses of $1,627,725  and  $3,067,664  for the year ended March 31,
2005 and 2004, respectively, and has an accumulated deficit of $17,687,722 as of
March 31,  2005.  In  addition,  the  Company  has had  negative  cash flow from
operating  activities for the years ended March 31, 2005 and 2004. These factors
among others may indicate that the Company will be unable to continue as a going
concern for a reasonable period of time.

The  Company's  existence  is  dependent  upon  management's  ability to develop
profitable operations and resolve its liquidity problems. Management anticipates
the Company will attain  profitable status and improve its liquidity through the
continued  developing,  marketing  and selling of its  products  and  additional
equity investment in the Company.  The accompanying  financial statements do not
include  any  adjustments  that might  result  should  the  Company be unable to
continue as a going concern.

In order to improve the  Company's  liquidity,  the Company is actively  pursing
additional  equity financing  through  discussions  with investment  bankers and
private  investors.  There can be no assurance the Company will be successful in
its effort to secure additional equity financing.

If  operations  and cash  flows  continue  to  improve  through  these  efforts,
management  believes  that the Company can  continue  to  operate.  However,  no
assurance  can be given that  management's  actions  will  result in  profitable
operations or the resolution of its liquidity problems.



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