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



                                  FORM 10-KSB/A
                                AMENDMENT NO. 1


 Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
                    For the fiscal year ended MARCH 31, 2003

                        Commission file number: 000-50077

                              LINK PLUS CORPORATION
        (Exact name of small business issuer as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   52-1018174
                        (IRS Employee Identification No.)

                                  P.O. BOX 1340
                          ELLICOTT CITY, MARYLAND 21041
               (Address of principal executive offices)(Zip Code)

                                 (410) 203-9770
                           (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

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___ No _X_

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not 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. [ ]

        State issuer's revenues for its most recent fiscal year: $42,587

    Aggregate market value of the voting stock held by non-affiliates of the
                      registrant as of March 31, 2003:
                                      NONE

 Number of outstanding shares of the registrant's par value $0.005 common stock
                              as of March 31, 2003:
                                   20,194,269

                    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.........................................10

Item 3.       Legal Proceedings...............................................10

Item 4.       Submission of Matters to a Vote of Security Holders.............11


                                     Part II

Item 5.       Market for Common Equity and Related Stockholder Matters........11

Item 6.       Management's Discussion and Analysis or Plan of Operation.......12

Item 7.       Financial Statements............................................14

Item 8.       Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure.............................14

Item 8A.      Controls and Procedures.........................................14


                                    Part III

Item 9.       Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act...............15

Item 10.      Executive Compensation..........................................18

Item 11.      Security Ownership of Certain Beneficial Owners and Management
              and Related Stockholder Matters.................................19


Item 12.      Certain Relationships and Related Transactions..................20



Item 13.      Exhibits and Reports on Form 8-K................................21



Item 14.      Principal Accountant Fees and Services..........................22


Signatures    ................................................................24


                                       2
<PAGE>

                                     PART I

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.
Such statements are subject to risks and uncertainties that could cause actual
results to differ materially from those projected. 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, engaged in research and development ("R&D"), manufacturing,
and marketing of proprietary communications products based on linked compressor
and expander (Lincompex) technology. The acronym Lincompex is a term created by
the International Telecommunications Union (ITU) to describe the technology.

Lincompex works as follows: when a person speaks into a communications device,
i.e., telephone, walkie-talkie, or a two-way radio such as used by ships, taxis,
police cars and the military, each syllable spoken has a different power level.
For example, if the transmitter has a maximum power level of 100 watts, one
syllable may be transmitted at 5 watts, another at 20 watts and another at 75
watts depending on the manner that a person speaks, and the strength of their
voice. The compressor eliminates the normal variable wattage and essentially
amplifies each syllable so that it is transmitted at close to the 100 watt
maximum. At the receiving end of the telephone or radio, the expander brings
each syllable back to its original power level, and in so doing significantly
reduces any noise and interference picked up during the transmission. The
expander is linked to the compressor by a control signal that tells the expander
the original power level of each syllable, and the expander returns the syllable
to that power level.

Over the years, the Company has used the latest digital technology to improve
and miniaturize the Lincompex technology. This resulted in patents and the
trademark LinkPlus(R) that encompasses these improvements. LinkPlus(R)
technology represents an innovative redesign of complex and very expensive
telephone signal enhancing systems developed for the British Post Office in the
early 1960's by AT&T and ITT. To our knowledge, we are the only company
remaining in the field of Lincompex technology. Over the years our continuous
miniaturization, improvements, and patents have reduced the threat of
significant competition. We have extensive patent protection designed to prevent
others from "designing around" any one patent, thus giving us domination of an
important market niche.

Until recently Lincompex systems were not competitive with existing compression
technology such as compandors that generally increases the power of each voice
syllable by a fixed ratio, usually 2 to 1, whereas Lincompex increases the power
of nearly all the syllables to the maximum of the transmitter. The cost and size
of the Lincompex equipment made Lincompex non-competitive. However, our Company
now makes Lincompex technology available as software that can be licensed or, if
a customer does not have the necessary components, as a ChipSet with the
software included. For customers requiring easier installation, the ChipSet and
software is incorporated with additional circuitry on a printed circuit board
the size of a business card and offered as the Lincompex Card. If encryption is
required by the customer, further circuitry is added to the Lincompex Card with
encryption software and offered as the CypherPex Card.


                                       3
<PAGE>

Our growing product line, based on Lincompex, includes radios; cordless,
cellular, and landline telephones; high speed data equipment for the Internet;
and digital audio and digital video.

We hold a variety of patents covering the Lincompex technology and related
designs and devices. See below under Intellectual Property Protection. Lincompex
technology is classified as "General Destination" or "G-DEST" by the Department
of Commerce, which means that products incorporating the technology do not
require any special license to export to most countries. The G-DEST
classification requires a license for exporting to Cuba, Libya, Iraq, Iran,
North Korea, and Cambodia. Lincompex technology is not currently regulated
(other than by FCC requirements applicable to design of telecommunications
equipment) and is not subject to environmental laws.

Johns Hopkins University signed a Strategic Relationship and Licensing agreement
("SRLA") with us as of September 21, 2001. The SRLA establishes Johns Hopkins
University/Applied Physics Laboratory (JHU/APL) as our primary R&D partner.
Under the SRLA we are entitled to exclusive commercial rights to all existing
and future technology developed by JHU/APL in the Lincompex area. Also, the SRLA
allows the Company access to all JHU/APL patents in related areas.

Effective January 1, 1999, a Patent License and Release Agreement was executed
between the United States of America and Link Plus Corporation and TRW, Inc. The
Agreement was the result of a patent infringement suit brought by the Company in
the U.S. Court of Federal Claims alleging infringement of U.S. Patent Numbers:
4,839,906; 5,065,451; 4,271,499; and 4,944,024 by the United States Government.
TRW, Inc. is co-owner of Patent Number 4,839,906. The United States, as
represented by the Secretary of the Army and the Secretary of the Air Force, is
the Licensee in this Agreement. Under this Agreement, the Company will receive
royalties for the life of the above patents, i.e., until June 9, 2009.
Currently, the Company receives royalties for the AN/ARC-220, VRC-100, GS-220,
RT-2200 radios. The AN/ARC-220 radios are used in all U.S. Army and U.S. Air
Force helicopters.

On June 14, 2000, the Company signed a Purchase Contract with Japan Radio
Company, Ltd. (JRC) to supply 2000 memory chips with the Company's software.

The Company mailing address is P.O. Box 1340, Ellicott City, MD 21041, and our
telephone number is (410) 203-9770. Our website address is www.linkplus.com.

There has been no bankruptcy, receiverships, or similar proceedings by or
against the Company. There has been no material reclassification, merger,
consolidation, or purchase or sale of any significant asset(s).

BUSINESS DEVELOPMENT

Pursuant to the SRLA, JHU/APL is now developing the MATLAB Model, a computer
model of LinkPlus(R) technology using a system developed by MATLAB, Inc. The
MATLAB Model is expected to be finished by end of the first quarter, 2004. The
MATLAB Model is an important research and demonstration tool to show to existing
and potential users how the LinkPlus(R) technology can improve a wide variety of
communication signals. These signals include, but are not limited to, digital
cellular telephone; digital land-mobile radio; digital subscriber line ("DSL");
voice-over-internet protocol ("VOIP") and broadcast.

A number of our ongoing projects should benefit from use of the MATLAB Model:
DIGITAL CELLULAR TELEPHONE. We have had ongoing discussions beginning in August,
1999 with Texas Instruments, Inc. (T.I.) concerning the application of
LinkPlus(R) technology to improve digital waveforms, such as those used in
digital cellular telephone. T.I. provides about 50% of all the digital

                                       4

<PAGE>


signal processors (DSPs) to the cellular telephone manufacturers such as Nokia
and Ericsson. Our discussions included a possible licensing agreement wherein
T.I. would include the LinkPlus(R) algorithm in DSPs sold to their customers.
Successful conclusion of these discussions awaits the completion of the MATLAB
Model early next year. T.I. provides 3,000,000 DSPs per week or 150,000,000 DSPs
per year to the digital cellular telephone market.

DIGITAL LAND-MOBILE RADIO. We have had ongoing discussions beginning in March
2001 with Motorola, Inc. concerning the application of LinkPlus(R) technology to
digital land-mobile radio. Motorola currently is the dominant player worldwide
in the land-mobile radiomarket with nearly 60% of the market. Motorola is
awaiting a demonstration using the MATLAB Model to evaluate the LinkPlus(R)
technology as applied to digital land-mobile communications. If this application
is successful, we believe that we may obtain a licensing agreement for this
technology that would bring new revenues into our Company.

VERY HIGH SPEED DIGITAL SUBSCRIBER LINE ("VDSL"). We plan to use the MATLAB
Model to apply LinkPlus(R) technology to improve discrete multi- tone ("DMT")
modulation used in very high speed digital subscriber ("VDSL") communications.
VDSL, as part of a full-service net, is intended to support all applications
simultaneously, voice, data, and video. Ultimately, VDSL would support
high-definition television ("HDTV"). The purpose is to increase the distance
from the telephone central station over which an effective VDSL signal can be
delivered to the customer. VDSL will allow high-speed data to move over the
Internet using only the copper twisted pair connection, which is universal,
worldwide. The market for VDSL technology is growing rapidly. As more households
choose high-speed Internet access, VDSL technology is expected to acquire a
larger share of a rapidly expanding market now dominated by cable modems. At the
end of 1999, about 300,000 households in the U.S. had high-speed connections. By
the end of 2004, it is estimated by the telecommunications industry that about 7
million households will be using VDSL, which is provided over telephone lines.

CABLE TELEVISION. We are planning on applying the MATLAB Computer Model to
orthogonal frequency division multiplexing ("OFDM"). OFDM is used for wireless
applications such as European digital audio and digital video broadcast
standards ("DAP and DVB-T"). In November 2001 a major U.S. cable organization
embraced the JAVA TV API-based Multimedia Home Platform ("MAP"), developed by
Europe's Digital Video Broadcast ("DVB") initiative, as the middleware platform
for advanced open cable digital set-top boxes. The announcement was made by
Consortium Cable Television Laboratories, Inc. We believe that the adoption MAP
could lead to considerable sales and/or licensing for LinkPlus(R) technology.

VOICE OVER-INTERNET PROTOCOL ("VOIP"). VOIP is currently being sold
commercially. However, the quality of the voice is a problem. We believe that
LinkPlus(R) technology can provide a solution to this problem. The potential
market is substantial, considering that long distance charges may become
obsolete as a result of VOIP. It is too early to predict the extent to which, or
the speed at which, the VOIP market will develop.

BROADCAST COMMUNICATIONS. In 1999, the Company was issued its 11th patent, U.S.
Patent No. 5,907,584, which for the first time applied LinkPIus(R) technology to
broadcast communications. MATLAB Model analysis and simulations using
LinkPIus(R) technology will be conducted which will further enhance broadcast
signals. The potential broadcast market includes regular radios, car radios,
short-wave radios, etc.

In 1996, we were asked by the Peoples Republic of China to develop and build a
short-wave broadcast receiver based on LinkPlus(R) technology for use by the
general population in China. Though China has 300 million people in urban areas
with access to television and regular broadcast radio, that leaves over


                                       5

<PAGE>

one billion people in rural or remote areas with only short-wave radio to
receive important government information. A short-wave receivers based on
LinkPlus(R) technology could be made and sold to the average person in China for
a price of about $50 each. The short-wave receiver will be developed in the
U.S., however, in order to meet this $50 retail price the manufacturing will be
done in China due to cost considerations. The potential market is 300,000,000
households or $15 billion in revenue. Development of the short-wave receiver
will begin in 2004.

LINKPLUS(R) PRODUCTS

We have a variety of commercial products, completed and under development, using
the LinkPlus(R) technology, as described below:

LINKPLUS(R) SOFTWARE. This software has been developed over a period of 20 years
at an estimated cost of $500,000. In 2002, for the first time, the Company
decided to market the Lincompex software by itself as a product. To this end,
the Company has completed all the necessary documentation to file for a
statutory copyright with the Library of Congress by January 2004. The Company
has had a common law copyright on various versions of the software for 20 years,
but licensing requires a statutory copyright. The copyright cost is about $350.
Once the copyright is in effect then the product will ready for full
commercialization. A copyright expires in 95 years. The price range for which
the software will be sold will depend on the application and the quantity. For
example, for cellular telephone application having very high quantities
(3,000,000 per week) the licensing fee may be 10 cents per unit. Where as, for a
radio application having quantities of 3,000 a year the licensing fee may be $5
per unit. This software is the main component in all the Company's Lincompex
product packages such as the ChipSet, Lincompex Card, CypherPex Card, LinkMate,
and Handset.

LINKPLUS(R) CHIPSET. The ChipSet is comprised of "off the shelf" parts,
therefore, no special development costs were incurred by the Company. The
LinkPlus(R) ChipSet is a completed product with three components: a digital
signal processor ("DSP"); a coder/ decoder ("CODEC"); and an erasable
programmable read only memory ("EPROM"). The DSP and the CODEC are made by Texas
Instruments ("T.I"), and the EPROM is made by Advanced Micro Devices ("AMD").
The EPROM has the capacity to store and run 16 different programs, therefore, a
single ChipSet can be used for all applications whether telephone (wireless or
wired); radio (HF, VHF, UHF); satellite, etc. T.I., and AMD have quoted us a
combined price of $5.00 to $7.45 per ChipSet depending on the quantity. Full
commercialization will be possible once technical documentation and advertising
literature is completed. The projected cost for this is about $3,000. The
ChipSet is currently priced at $100 each.

On June 10, 2000 the Company and Japan Radio Company ("JRC") signed a 13-year
supply contract for the ChipSet. Pursuant to the contract, JRC placed a $
200,000 order for the first 2000 Chipsets priced at $100 each, and paid in
advance. These ChipSets will be installed in radios for the Japanese Defense
Forces. Testing by JRC of the ChipSet was completed in August 2002. As of
September 30, 2002 the Chipsets had not been delivered, however, deliveries of
the ChipSet are planned to begin in the first quarter 2004. Revenue recognition
on this sale has been deferred. See Financial Statements.

LINCOMPEX CARD. We have designed a Lincompex Card now under development which
includes the ChipSet and circuitry on a board the size of a business card that
can easily plug into a customer's product. The market for the Lincompex Card is
radio manufacturers who would like to add the Company's technology to there
radios but do not want to extensively redesign their circuits. The Lincompex
Card is a plug-in device that will require minimum redesign. Thus far, the
development cost expended to date is about $30,000. The development of the
Lincompex Card is 90% complete. The projected cost for full commercialization is
about $10,000. The Lincompex Card will be priced at about $250 each.


                                       6

<PAGE>

CYPHERPEX(R) CARD. The CypherPex(R) Card now under development includes the
Lincompex Card plus additional components and circuitry for encryption. The
CypherPex(R) Card is currently being developed by Japan Radio Company and Japan
Kyastem, an encryption company.

Specifications are presently being determined. The market for these products
includes: commercial/industrial radios, military radios, land-mobile radios,
amateur radios, etc., worldwide, which number in the millions. The development
of the CypherPex Card is nearly complete (first quarter 2004). Only minor
replacement of parts are now being undertaken Japan Radio Company at no cost to
the Company. Full commercialization will be possible once technical
documentation and advertising literature is completed at an estimated cost of
$3,000. This is scheduled for third quarter 2004. The CypherPex Card will be
priced at about $500.

LINKMATE(R). The LinkMate(R) was developed at an estimated cost of $1,200,000.
The LinkMate(R) is a stand-alone product designed to be attached externally to
existing radios by a simple cable. The LinkMate(R) provides the same Lincompex
technology as the ChipSet but in a form that can easily attach to a radio in
less than a minute. The LinkMate(R) has a well defined market due to the
requirement in nearly all countries that the operators of high frequency radios
be licensed. The relatively low price, small size, and ease of installation
makes the LinkMate(R) ideal for a wide variety of markets. In August 2002 the
Company acquired 547 LinkMates(R) and spare parts from our manufacturer in
exchange for 338,718 shares of Company Common Stock. The LinkMates(R) and spare
parts will result in an inventory valued at $338,718. The LinkMate(R) is
currently being sold through the Company's web site at www.linkplus.com. The
LinkMate(R) is currently priced at $495 each.

TELEPHONE DIALING CONVERTER. The Telephone Dialing Converter (TDC) is another of
the Company's products. It is designed to interconnect telephone systems that
may be separated by long distances using standard HF radio equipment. It may be
used in fixed, mobile, and airborne applications. The Company has sold over 100
telephone dialing converters to the Federal Emergency Management Agency (FEMA)
at a cost of over $600,000. FEMA uses this product in conjunction with the
Company's Lincompex product in all their emergency stations and vehicles in the
United States. Currently, the Company is anticipating an order for 30 units from
Harris Corp. for deployment internationally. The current version of the TDC was
developed at an estimated cost of $100,000. The TDC is currently priced at
$6,050 each.

LINKPLUS(R) MILITARY HANDSET. We are currently designing a military handset with
Johns Hopkins University/Applied Physics Laboratory (JHU/APL) and Sonetronics, a
small manufacturer of military handsets. Sonetronics provides 60% of the
handsets for the U.S. and Israeli militaries. The LinkPlus(R) handset is being
designed to fit the majority of man-pack radios in use worldwide. JHU/APL is
doing the design and development of the Handset. The cost of the design and
development is estimated to be about $50,000 of which about $10,000 has been
expended thus far. Prototypes are scheduled for testing in the third quarter
2004. The first production run should be completed in the forth quarter 2004
with full commercialization in the first quarter 2005. The Handset will be
priced at about $350 each.

LINKPLUS(R) PRODUCTS LIFE SPAN

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,
CypherPex 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.



                                       7

<PAGE>

LICENSING

U.S GOVERNMENT. 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 LinkPlus(R)technology, including Foreign Military Sales.

MARKETING STRATEGY

The majority of radios and telephones are designed and manufactured by the OEM
to end-user specifications. Therefore, the end-users are the pro-active elements
in the marketplace while the OEMs are largely reactive. Also, if the end-user is
convinced on the value of using our products, then the end-user will specify our
products and/or technology and will generally pay for the design and
integration.

Our end-user marketing program has had good results for earlier versions of our
products, and we believe that this should continue for current and future
produces. A partial list of end-users who specified our products is as follows:

END-USER
Saudi Arabia
White House Communications Agency
U.S. Army/Air Force
Japanese Defense Forces

In the last 3 years, the U.S. Army/ Air Force, and the Japanese Defense Forces
each have accounted for 10% or more of annual sales. The Company has provided
Harris Corporation with a quotation for 30 Telephone Dialing Converters for
Saudi Arabia. Link Plus technology is currently mandatory for all H.F. radios
for the White House Communications Agency (WHCA); therefore, future WHCA radios
must have the technology installed.

In some cases the end-user has directly purchased our products. These customers
include the Federal Aviation Administration, Federal Emergency Management
Agency, U.S. Air Force, U.S. Navy, etc.

LINKMATE(R) STAND-ALONE MARKET. The LinkMate(R) is presently being sold as a
retail product by mail or via the Internet. We are developing an advertising
campaign to direct potential customers to the Internet for purchases. The
customers include the following:

         MARKET                                      MARKET SIZE

         Amateur Radio                               $   2,600,000
         Commercial Ships & Fishing Fleets               1,000,000
         Commercial Aviation                               200,000
         China Market                                      500,000
         Worldwide Commercial                            1,200,000
                                                     -------------

         Total                                       $   5,500,000
                                                     =============


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<PAGE>


COMPETITION

LinkPlus(R) technology represents an innovative redesign of complex and very
expensive telephone signal enhancing systems developed for the British Post
Office in the early 1960's by AT&T and ITT. To our knowledge, we are the only
company remaining in the field of Lincompex technology. Over the years our
continuous miniaturization, improvements, and patents have reduced the threat of
significant competition. We have extensive patent protection designed to prevent
others from "designing around" any one patent.

Until recently Lincompex systems were not competitive with existing compression
technology which generally increases the power of each voice syllable by a fixed
ratio, usually 2 to 1(see below). While Lincompex increases the power of nearly
all the syllables to the maximum of the transmitter, until recently the cost and
size of the Lincompex equipment had made Lincompex non-competitive. However, our
Company now makes the Lincompex technology available as software operated
through miniaturized multi-functional digital communications devices. This
improves the quality of voice, data and video communications over both wired and
wireless networks. We recently achieved significant improvement in product
design, reducing the manufacturing cost of the communications equipment by a
factor of 1,000, power requirements by a factor of 1,000 and unit size by a
factor of 10,000. The results are now embodied in the most recent version of our
LinkPlus(R) ChipSet.

A competitive technology for compressing voice that we are aware of is compandor
technology. Compandors have been used by the telephone industry for many years
to enhance speech over the telephone network. To some extent, compandors are
also used in cordless phones to increase the signal-to-noise ratio. In some
respects Lincompex technology is the first cousin to compandors. Whereas
compandors increase the power of each voice syllable by a fixed ratio, usually 2
to 1, Lincompex increases the power of nearly all the syllables to the maximum
of the transmitter. For example, if a compandor is used with a 100-watt
transmitter and a syllable is 10 watts, it will compress the syllable to 20
watts. Where as, the Lincompex will compress the syllable to 100 watts.

EMPLOYEES

As of March 31, 2003, the Company has 2 full time employees. Additional key
staff is planned in the areas of business development, marketing, and
engineering.

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 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 for certain items dependent on internal purchasing criteria, inclusive
of price, delivery schedule and specification evaluation.


                                       9
<PAGE>


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 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 2003 and 2002, total research and development costs charged to
income were $0 and $356,004, respectively.

CUSTOMERS

The Company currently relies on one or a few customers to continue business. Our
end-user marketing program has had good results for earlier versions of our
products, and we believe that this should continue for current and future
produces. A partial list of end-users who specified our products is as follows:

END-USER
Saudi Arabia
White House Communications Agency
U.S. Army/Air Force
Japanese Defense Forces

In the last 3 years, the U.S. Army/ Air Force, and the Japanese Defense Forces
each have accounted for 10% or more of annual sales. The Company has provided
Harris Corporation with a quotation for 30 Telephone Dialing Converters for
Saudi Arabia. Link Plus technology is currently mandatory for all H.F. radios
for the White House Communications Agency (WHCA); therefore, future WHCA radios
must have the technology installed.

In some cases the end-user has directly purchased our products. These customers
include the Federal Aviation Administration, Federal Emergency Management
Agency, U.S. Air Force, U.S. Navy, etc.


ITEM 2.  DESCRIPTION OF PROPERTY

The Company currently leases office space at 3470 Ellicott Center Drive,
Ellicott City, MD 21043, which occupies approximately 5000 square feet of
designated office space, designed to provide short term/temporary accommodation
solution to emerging and growing businesses. The facility allows businesses to
lease spaces on a short-term or project basis. These office quarters are
adequate for the immediate short term.


ITEM 3.  LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.



                                       10
<PAGE>

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

 None


                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Shares are currently not quoted on any market

As of March 31, 2003, the Company had approximately 195 shareholders of record
of the common stock.

No dividends on outstanding common stock have been paid within the last two
fiscal years, and interim periods. The Company does not anticipate or intend
upon paying dividends for the foreseeable future.

During the fiscal year ended March 31, 2003, we sold securities that were not
registered under the Securities Act of 1933 as follows:

For the year ended March 31, 2003, we issued an aggregate of 1,375,969 shares of
common stock to employees, consultants, and members of our Board of Directors in
exchange for services and accounts payable for services provided to the Company.
We valued the shares issued at $1,567,203, which approximated the fair value of
the shares issued during the period the services were rendered. Additionally, we
issued an aggregate of 77,334 shares of common stock in exchange for $77,334 of
previously incurred debt. In connection with our private placement, we issued an
aggregate of 190,286 shares of common stock to sophisticated investors in
exchange for $138,126, net of costs and $12,000 of common stock subscribed in
the prior year.

In August 2002, we issued 338,718 shares of common stock to a third-party
supplier in exchange for inventory, spare parts and marketing related services.
The shares of common stock were valued at $1.00 per share, which approximated
the fair value of the inventory received and the services rendered. In
connection with this transaction, we also issued the supplier 338,718 warrants
to purchase shares of common stock. The warrants have an exercise price of $1.00
per share and expire in August 2006. We recorded a charge of $22,813 related to
the warrants issued to the third-party supplier.

In issuing the foregoing securities, the Company relied on Sections 3(b) and
4(2) of the Securities Act of 1933 and comparable state law provisions for
exemption from the registration requirements of such Act and laws. All sales
were made by officers of the Company and no commissions were paid. Each investor
was personally known to one or more officers of the Company prior to making the
investment and was furnished with information concerning the formation and
operations of our company. Each investor had the opportunity to verify the
information supplied. Additionally, we obtained a signed representation from
each of the foregoing persons in connection with the issuance of the securities
of his or her intent to acquire the securities for the purpose of investment
only, and not with a view toward the subsequent distribution thereof. Each of
the certificates representing the common stock of the Company has been stamped
with a legend restricting transfer of the securities represented thereby and we
have issued stop transfer instructions to the transfer agent for our common
stock concerning all certificates representing the common stock issued in the
above-described transactions.


                                       11

<PAGE>

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.

REVENUES

YEAR ENDED MARCH 31, 2003 AND 2002

The Company's total revenues were $42,587 for the year ended March 31, 2003
compared to $38,391 for the same period ended March 31, 2002, an increase of
$4,196. The increase is a result of an increase in product sales.

COSTS AND EXPENSES

YEAR ENDED MARCH 31, 2003 AND 2002


The Company's selling, general and administrative expenses for the year ended
March 31, 2003 was $1,038,346 compared to $1,212,274 for the same period ended
March 31, 2002, a decline of $173,928. This decrease was due to a decline in
board of directors' fees ($14,166), salaries ($260,869), taxes ($2,373),
automobile expense ($2,015), and royalty expense ($2,098), offset by increases
in legal and professional fees ($86,927), office supplies ($14,820), insurance
($2,878), and other administrative expense ($3,058).



Research and development costs were $0 for the year ended March 31, 2003
compared to $356,004 for the same period ended March 31, 2002.  For the year
ended March 31, 2002, costs were incurred on research and development of
products based on Lincompex technology.  No costs were incurred for the year
ended March 31, 2003.



As a result of the Company's lack of resources, the Company is unable to market
certain of its proprietary products and related peripherals held as inventory.
Management performed an evaluation of the recoverability of the inventory and
concluded from the results of this evaluation that a significant impairment
charge was required because the inventory's estimated fair value was less than
cost.  Accordingly, the Company recorded a charge of $338,718 or $.02 per
share during the year ended March 31, 2003 for impairment of previously acquired
inventory (see Note G to the financial statements).



Interest expense was $96,402 for the year ended March 31, 2003 compared to
$128,361 for the same period ended March 31, 2002, resulting in a decline of
$31,959.  The decline was due to a lower interest accrual as a result of the
repayment of shareholder notes payable of $23,600 and the conversion of notes
payable to 38,667 shares of common stock in the amount of $73,000.


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


                                       12
<PAGE>


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 $1,431,508 and $1,658,117 for the years ended March 31, 2003 and 2002,
respectively, and has an accumulated deficit of $12,992,333 as of March 31,
2003. In addition, the Company's current liabilities exceeded its current assets
by $1,948,986 as of March 31, 2003. As a result of our operating losses in 2003,
we generated a cash flow deficit of $116,169 from operating activities. Cash
flows used in investing activities was $3,319 during this period . We met our
cash requirements during this past year primarily through the private placement
of $138,126 of common stock.


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, 2003 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 July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141, "Business Combinations" (SFAS No.
141), and Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" (SFAS No. 142). The FASB also issued Statement of
Financial Accounting Standards No. 143, "Accounting for Obligations Associated
with the Retirement of Long-Lived Assets" (SFAS No. 143), and Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS No. 144) in August and October 2001,
respectively. SFAS No. 141 requires the purchase method of accounting for
business combinations initiated after June 30, 2001 and eliminates the
pooling-of-interest method. The adoption of SFAS No. 141 had no material impact
on the Company's consolidated financial statements. Effective January 1, 2002,
the Company adopted SFAS No. 142. Under the new rules, the Company will no
longer amortize goodwill and other intangible assets with indefinite lives, but
such assets will be subject to periodic testing for impairment. On an annual
basis, and when there is reason to suspect that their values have been
diminished or impaired, these assets must be tested for impairment, and
write-downs to be included in results from operations may be necessary. SFAS No.
142 also requires the Company to complete a transitional goodwill impairment
test six months from the date of adoption.


                                       13

<PAGE>

Any goodwill impairment loss recognized as a result of the transitional goodwill
impairment test will be recorded as a cumulative effect of a change in
accounting principle no later than the end of fiscal year 2002. The adoption of
SFAS No. 142 had no material impact on the Company's consolidated financial
statements

SFAS No. 143 establishes accounting standards for the recognition and
measurement of an asset retirement obligation and its associated asset
retirement cost. It also provides accounting guidance for legal obligations
associated with the retirement of tangible long-lived assets. SFAS No. 143 is
effective in fiscal years beginning after June 15, 2002, with early adoption
permitted. The Company expects that the provisions of SFAS No. 143 will not have
a material impact on its consolidated results of operations and financial
position upon adoption. The Company plans to adopt SFAS No. 143 effective
January 1, 2003.

SFAS No. 144 establishes a single accounting model for the impairment or
disposal of long-lived assets, including discontinued operations. SFAS No. 144
superseded Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(SFAS No. 121), and APB Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions". The Company adopted
SFAS No. 144 effective January 1, 2002. The adoption of SFAS No. 144 had no
material impact on Company's consolidated financial statements.


ITEM 7.  FINANCIAL STATEMENTS

The financial statements attached to this Report on Form 10-KSB as pages F-1 to
F-21 are incorporated herein by reference.


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

None


ITEM 8A. CONTROLS AND PROCEDURES

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, 2003, 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.

The registrant's principal executive officers and principal financial officer
have concluded that there were no significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to March 31, 2003 the date of their most recent evaluation
of such controls, and that there was no significant deficiencies or material
weaknesses in the registrant's internal controls.


                                       14

<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.

NAME                       AGE      POSITION                TERM
----                       ---      --------                ----

Robert L. Jones, Jr.       59       Chairman/CEO          4/1975 - 2003

Donald C. Kolasch          66       President, Director   6/1997 - 2003

Patricia E. Jones          60       Secretary             4/1975 - 2003

Emmett Paige, Jr.          71       Director              6/1998 - 2003

Donald F. Dunlap           75       Director              5/1988 - 2003

Anthony K. Sebro           58       Director              10/1993 - 2003

Gita Shah                  57       Director              3/1996 - 2003



Fred L. Alexander          66       Director              7/1999 - 2003

The Board includes people who have or have had management positions in the
industry, government, military, and the professions. Some of these positions
include: past high level executive for TRW, Inc.; former U.S. Assistant
Secretary of Defense; and professionals in corporate law, intellectual property,
accounting and medicine.

The Board of Directors has designated an Audit Committee of the Board of
Directors consisting of, Anthony Sebro, 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.

The Board of Directors has also designated a Compensation Committee of the Board
of Directors consisting of Donald F. Dunlap, Donald C. Kolasch, and Fred L.
Alexander, 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.

Only one of the Company's directors is on the board of a reporting company, Lt.
Gen. Emmett Paige (Retired). Gen. Paige is Chairman of the Board of GTECH
Holdings and GTECH Corporation (GTK) is on the New York Stock Exchange.

There is no other employee of the Company expected to make a significant
contribution.


                                       15
<PAGE>


Patricia E. Jones, the Company's Secretary/Treasurer, is the spouse of Robert L.
Jones, Jr., Chairman, CEO of the Company.

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 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.

Robert L. Jones, Jr. - Chairman/CEO

Mr. Jones has been CEO of the Company from April 1975 to the present. Mr. Jones
has a B.S. Electrical Engineering from Purdue University (1968) and a Juris
Doctor degree from George Washington University (1974). His background includes
a multiplicity of positions including: Instructor Testing and Measurements -
Purdue University, 1968 to 1968; Patent Engineer - Eastman Kodak, 1970 to 1973;
and Production Engineer and Salesman - General Electric Co. 1973 to 1975.

Donald C. Kolasch - President

Mr. Kolasch is also a Director and COO of the Company and General Counsel. Mr.
Kolasch has over 40 years experience in as an expert in intellectual property
including patents, trademarks, and copyrights. He served as a Patent Examiner in
the U. S. Patent Office (1962 to1965); Patent Attorney at Xerox Corporation
(1965 to 1980); private practice (1980 to 1995). He is a member of bars of New
York, District of Columbia, and Virginia, and licensed to practice before the
U.S. Court of Federal Claims; the U.S. Patent Office; the U.S. Court of Appeals
for the Federal Circuit; and the U.S. Supreme Court.

Patricia E. Jones - Secretary/Treasurer

Mrs. Jones is a Certified Public Accountant licensed to practice in the State of
Maryland. From 1998 to the present she has been Senior Accountant at Providence
Hospital in Washington, DC.

Lt. Gen. Emmett Paige, Jr. (Retired) - Director

General Paige served in the U.S. Army from 1947 to 1989. He served in a variety
of assignments including: Commanding General U.S. Army Communications and
Electronics Command; Commanding General U.S. Army Research and Development
Command; and Commanding General U.S Army Information Systems Command. After
retirement, from 1993 to 1997, General Paige served as Assistant Secretary of
Defense for Command, Control, Communications, and Intelligence.

                                       16

<PAGE>


Donald F. Dunlap - Director

Mr. Dunlap formerly was an official of the U.S. chamber of Commerce with
responsibility for southern United States. Also, he was an official of the U.S.
Small Business Administration.

Anthony K. Sebro - Director

Mr. Sebro has over 20 years in the area of investments, pension funds, employee
benefits, etc. He is President of Titan Investment Corp. and is knowledgeable in
Caribbean and Latin American affairs.

Dr. Gita Shah - Director

Dr. Shah is a practicing physician, and an expert in infectious diseases.





Fred L. Alexander - Director

Mr. Alexander was employed by TRW from 1963 to 1999. He held a number of key
management and technical positions. He was Vice President and Director of
Business Development for TRW's Electronic System Group. In this capacity he also
served as Chief Executive for TRW LSI Products, Inc., a subsidiary. He was Vice
President and General Manager of TRW's Electronics & Technology Division; and
Lead Executive for a TRW start up business. He has been a member of the Board of
Directors of the Staktek Corporation for the past six years.

All the above executives were employed on a full-time basis and there are
conflicts in the performance of their duties. No bonuses or other compensation
was paid. None of the options has been exercised.

The term of office for each director is one (1) year, or until his/her successor
is elected at the Company's annual meeting and is qualified. The term of office
for each officer of the Company is at the pleasure of the board of directors.

The board of directors does not have a nominating committee. Therefore, the
selection of persons or election to the board of directors was neither
independently made nor negotiated at arm's length.

Some of the officers and 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.

CODE OF ETHICS

We have not yet adopted a code of ethics that applies to our principal executive
officers, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, since we have been focusing
our efforts on obtaining financing for the company. We expect to adopt a code by
the end of the current fiscal year.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Upon our registration under the Securities Exchange Act of 1934 on January 6,
2003, our officers and directors, and persons who own more than 10% of a
registered class of our equity securities, were required to file reports of
ownership and changes in ownership with the Securities and Exchange


                                       17

<PAGE>


Commission pursuant to Section 16(a) of that 1934. The following table sets
forth filing activity during the most recently completed fiscal year:

--------------------------------------------------------------------------------
REPORTING PERSON               DATE REPORT DUE                DATE REPORT FILED
--------------------------------------------------------------------------------
Robert L. Jones, Jr.         Form 3 due 01/16/03                   08/26/03
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Donald C. Kolasch            Form 3 due 01/16/03                   08/15/03
--------------------------------------------------------------------------------
Patricia E. Jones            Form 3 due 01/16/03                   08/13/03
--------------------------------------------------------------------------------

Emmett Paige, Jr.            Form 3 due 01/16/03                   08/29/03

--------------------------------------------------------------------------------
Donald F. Dunlap             Form 3 due 01/16/03                   08/15/03
--------------------------------------------------------------------------------
Anthony K. Sebro             Form 3 due 01/16/03                   08/13/03
--------------------------------------------------------------------------------

Gita Shah                    Form 3 due 01/16/03                   08/29/03

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Fred L. Alexander            Form 3 due 01/16/03                   08/13/03
--------------------------------------------------------------------------------


ITEM 10. EXECUTIVE COMPENSATION

CASH COMPENSATION.

The following table sets forth the current compensation 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, 2003.

<TABLE>
                           SUMMARY COMPENSATION TABLE
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                    ANNUAL COMPENSATION                   LONG TERM COMPENSATION
                            -----------------------------------------------------------------------------
                                                                            AWARDS             PAYOUTS
                                                                  ---------------------------------------
                                                                                                          ALL
                                                        OTHER                    SECURITIES               OTHER
  NAME AND                                             ANNUAL      RESTRICTED    UNDERLYING                COMPEN-
  PRINCIPAL                                          COMPENSA-TION   STOCK        OPTIONS/    LTIP        SATION
  POSITION        YEAR      SALARY ($)   BONUS ($)       ($)      AWARD(S) ($)    SARS (#)     PAYOUTS       ($)
-------------------------------------------------------------------------------------------------------------------
<S>               <C>        <C>            <C>          <C>           <C>        <C>             <C>        <C>

Robert L.         2003       $360,000       $0           (1)<F1>       0             0            0          (1)<F1>
Jones, Jr.,       2002       $300,000       $0           (1)<F1>       0             0            0          (1)<F1>
CEO (1)           2001       $250,000       $0           (1)<F1>       0          400,000         0          (1)<F1>
-------------------------------------------------------------------------------------------------------------------

Donald C.         2003       $250,000       $0           (1)<F1>       0             0            0          (1)<F1>
Kolasch,          2002       $250,000       $0           (1)<F1>       0             0            0          (1)<F1>
President(2)      2001       $200,000       $0           (1)<F1>       0          300,000         0          (1)<F1>
-------------------------------------------------------------------------------------------------------------------
---------------
<FN>
(1)<F1>  The Company leases two automobiles for two corporate officers.  Minimum
         monthly lease payments on the vehicles are $421 and $599 with
         expiration dates of July 1, 2004 and January 2, 2003, respectively.
         Auto expense included as a charge to income amounted to $9,635,
         $11,740, and $26,706 for the years ended March 31, 2003, 2002, and
         2001, respectively.
</FN>
</TABLE>

COMPENSATION OF DIRECTORS

There are no arrangements made to compensate any director for services as a
director. Such rrangements for compensation of directors for services will
commence once we begin earning revenues.

                                       18


<PAGE>


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, 2003, 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.               8,147,092 (3)                  39.56
4933 Snowy Reach
Columbia, MD 21044

William A. McConarty               1,903,103                       9.42
10097 Colonial Drive
Ellicott City, MD 21042

Donald C. Kolasch                  1,893,927 (4)                   9.24
6899 McLean Province Circle
Falls Church, VA 22043

Mikiya Nemoto                      1,559,618                       7.72
1-10-8 Hijirigaoka
Tokyo, Japan

Donald F. Dunlap                     523,386 (5)                   2.58
111 Campbell Drive
Winter Haven, FL 33884

Anthony K. Sebro                     155,800 (5)                   0.77
5117 Columbia Road
Columbia, MD 21044



Patricia E. Jones                    130,800 (5)                    .64
4933 Snowy Reach
Columbia, MD 21044

Gita Shah                            130,800 (5)                    .64
9209 Pegasus Ct.
Potomac, MD 20854

Emmett Paige, Jr.                    130,300 (5)                    .64
122 Cross Foxes Drive
Fort Washington, MD 20744

Fred L. Alexander                    120,300 (5)                    .59
9671 Brynmar Drive
Villa Park, CA 92861


All Officers and Directors as a   11,232,405 (6)                  52.26
group 9 persons)


------------------

                                       19
<PAGE>

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

(2)      Percentages before issuance are based on 20,194,269 shares of common
         stock outstanding as of March 31, 2003. Where the persons listed on
         this table have the right to obtain additional shares of common stock
         within 60 days from March 31, 2003, these additional shares are deemed
         to be outstanding for the purpose of computing the percentage of class
         owned by such persons, but are not deemed to be outstanding for the
         purpose of computing the percentage of any other person.

(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.


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

At March 31, 2003, our equity compensation plans were as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                NUMBER OF SECURITIES TO BE    WEIGHTED AVERAGE EXERCISE
                                  ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING         NUMBER OF SECURITIES
                                   OUTSTANDING OPTIONS,         OPTIONS, WARRANTS AND       REMAINING AVAILABLE FOR
        PLAN CATEGORY               WARRANTS AND RIGHTS                RIGHTS                   FUTURE ISSUANCE
-------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                            <C>                       <C>
  Equity compensation plans                 --                           --                           --
 approved by security holders
-------------------------------------------------------------------------------------------------------------------
Equity compensation plans not            4,537,310                      $1.00                     29,805,731
 approved by security holders
-------------------------------------------------------------------------------------------------------------------
            Total                        4,537,310                      $1.00                     29,805,731
-------------------------------------------------------------------------------------------------------------------
</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 6.7 years.

During the period 1998 to the present the Company has issued 1,755,302 warrants.
The exercise price is $1.00 per share and the exercise period averages 1.9
years. 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, 2003 and 2002, the amount due to the shareholders is $86,321 and
$119,321, respectively. Interest is computed at ten percent per annum. Accrued
and unpaid interest due to the shareholders is $31,050 and $22,227 as of March
31, 2003 and 2002, respectively.

                                       20

<PAGE>

The Company's Chief Executive Officer has advanced funds to the Company for
working capital purposes. As of March 31, 2003 and 2002, the amount due to the
Company's CEO is $43,326 and $66,926, respectively. Interest is compounded daily
at ten percent per annum. No formal repayment terms or arrangements exist at
March 31, 2003.

A board member and shareholder of the Company has advanced funds to the Company
for working capital purposes. As of March 31, 2003 and 2002, the amount due to
the Company's board member and shareholder is $180,691. Interest is compounded
daily at ten percent per annum. Accrued and unpaid interest due to the Company's
board member and shareholder is $69,080 and $45,465 as of March 31, 2003 and
2002, respectively. No formal repayment terms or arrangements exist at March 31,
2003.

Two officers paid expenses on behalf of the Company. At March 31, 2003, the
amounts owed these two officers total $10,543.

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 transaction involving the purchase or sale of assets by or to the
Company otherwise that in the ordinary course of business.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

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*


                                       21

<PAGE>

EXHIBIT
NUMBER           DESCRIPTION OF DOCUMENT

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

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.

REPORTS ON FORM 8-K

The Company filed the following reports on Form 8-K during the last quarter of
the period covered by this report: None.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

For the fiscal years ended March 31, 2003 and 2002, our principal accountant
billed $12,000.00 and $20,487.50 respectively, for the audit of our annual
financial statements and review of financial statements included in our Form
10-QSB 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 2003 and 2002.

TAX FEES

For the fiscal years ended March 31, 2003 and 2002, our principal accountant did
not render any services for tax compliance, tax advice, and tax planning work.

                                       22

<PAGE>


ALL OTHER FEES

There were no other fees billed by our principal accountants other than those
disclosed above for fiscal years 2002 and 2003.

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.



























                                       23


<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:  October 10, 2003             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.

<TABLE>
<CAPTION>
          NAME                      POSITION                                 DATE
<S>                              <C>                                    <C>

/s/ ROBERT L. JONES, JR.         Chairman, CEO                          October 10, 2003
-----------------------------
Robert L. Jones, Jr.

/s/ DONALD C. KOLASCH            President and Director                 October 13, 2003
-----------------------------
Donald C. Kolasch
                                 Secretary/Treasurer (Principal
/s/ PATRICIA E. JONES            Financial and Accounting Officer)      October 10, 2003
-----------------------------
Patricia E. Jones

                                 Director
-----------------------------
Emmett Paige, Jr.

/s/ DONALD F. DUNLAP             Director                               October 10, 2003
-----------------------------
Donald F. Dunlap

/s/ ANTHONY K. SEBRO             Director                               October 13, 2003
-----------------------------
Anthony K. Sebro

/s/ GITA SHAH                    Director                               October 13, 2003
-----------------------------
Gita Shah


/s/ FRED L. ALEXANDER            Director                               Octobe 13, 2003
-----------------------------
Fred L. Alexander

</TABLE>



                                       24

<PAGE>









                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                       FINANCIAL STATEMENTS AND SCHEDULES

                             MARCH 31, 2003 AND 2002

                              LINK PLUS CORPORATION




































                                       F-1
<PAGE>


                              LINK PLUS CORPORATION

                          Index to Financial Statements


                                                                         PAGE
Report of Independent Certified Public Accountants                       F-3
Consolidated Balance Sheets at March 31, 2003 and 2002                   F-4
Consolidated Statements of Losses for the two years ended
March 31, 2003 and 2002                                                  F-5
Consolidated Statements of Deficiency in Stockholders' Equity
for the two years ended March 31, 2003 and 2002                          F-6
Consolidated Statements of Cash Flows for the two years
ended March 31, 2003 and 2002                                            F-7
Notes to Consolidated Financial Statements                            F-8 ~ F-21













                                       F-2
<PAGE>

                    RUSSELL BEDFORD STEFANOU MIRCHANDANI, LLP
                          CERTIFIED PUBLIC ACCOUNTANTS





               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors
Link Plus Corporation
Ellicott City, Maryland

We have  audited  the  accompanying  consolidated  balance  sheets  of Link Plus
Corporation and its wholly owned subsidiary (the "Company") as of March 31, 2003
and 2002,  and the related  consolidated  statements  of losses,  deficiency  in
stockholders' equity and cash flows for the years ended March 31, 2003 and 2002.
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 generally accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of the
Company as of March 31, 2003 and 2002, and the results of its operations and its
cash flows for the years then ended in  conformity  with  accounting  principles
generally accepted in the 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 Accountants





McLean, Virginia
July 23, 2003



                                       F-3

<PAGE>

                              LINK PLUS CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                             MARCH 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                             2003                  2002
                                                             ----                  ----
<S>                                                    <C>                   <C>
ASSETS

Current Assets:

Cash and cash equivalents                              $          -          $           -

Inventory                                                         -                      -

Other receivables                                                 -                    627
                                                       -------------         --------------
Total current assets                                              -                    627

Property, Plant and Equipment, net of accumulated
depreciation of $488,119 and $487,490 at March 31,
2003 and March 31, 2002 (Note B)                              2,690                      -
                                                       -------------         --------------
                                                       $      2,690          $         627
                                                       =============         ==============

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current Liabilities:

Accounts payable                                       $    622,078          $   1,059,066

Accrued liabilities (Note C)                                996,070              1,173,106

Notes payable-current (Note E)                              330,838                427,438
                                                       -------------         --------------
Total current liabilities                                 1,948,986              2,659,610

Deferred revenue (Note J)                                   200,000                200,000


Commitments and contingencies (Note J)                            -                      -


Deficiency in Stockholders' Equity: (Note F)
Common stock, par value $.005 per share;
50,000,000 shares authorized; 20,194,269 and
18,211,962 shares issued and outstanding at March
31, 2003 and March 31, 2002, respectively                   100,971                 91,060

Additional paid-in-capital                               10,745,066              8,598,782

Common stock subscription                                         -                 12,000

Accumulated deficit                                     (12,992,333)           (11,560,825)
                                                       -------------         --------------
Deficiency in stockholders' equity                       (2,146,296)            (2,858,983)
                                                       -------------         --------------
                                                       $      2,690          $         627
                                                       =============         ==============
</TABLE>



           See accompanying notes to consolidated financial statements

                                       F-4


<PAGE>
                              LINK PLUS CORPORATION
                        CONSOLIDATED STATEMENTS OF LOSSES
                 FOR THE TWO YEARS ENDED MARCH 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                             2003                2002
                                                             ----                ----
<S>                                                     <C>                 <C>
REVENUES:

    Product sales                                       $     10,164        $      5,226

    Royalty sales                                             32,423              33,165
                                                        -------------       -------------
                                                              42,587              38,391
Operating Expenses:

Selling, general and administrative                        1,038,346           1,212,274

Research and Development (Note F)                                  -             356,004

Impairment of assets (Note G)                                338,718                   -

Depreciation (Note B)                                            629                   -
                                                        -------------       -------------
Total Operating Expense                                    1,377,693           1,568,278


LOSS FROM OPERATIONS                                      (1,335,104)         (1,529,887)


Interest (expense), net                                      (96,402)           (128,230)
                                                        -------------       -------------

Net loss before income taxes                              (1,431,508)         (1,658,117)

Income (taxes) benefit                                             -                   -
                                                        -------------       -------------
NET LOSS                                                $ (1,431,508)       $ (1,658,117)
                                                        =============       =============

Loss Per Common Share (Basic and Assuming Dilution)
(Note D)                                                     $ (0.07)            $ (0.09)
                                                             ========            ========

Weighted Average Shares Outstanding (Basic and
Diluted)                                                  19,287,786          17,775,830

</TABLE>




           See accompanying notes to consolidated financial statements

                                       F-5

<PAGE>


                              LINKPLUS CORPORA TION
          CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                 FOR THE TWO YEARS ENDED MARCH 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                                    COMMON STOCK          ADDITIONAL     COMMON STOCK   ACCUMULATED
                                                 SHARES       AMOUNT    PAID-IN CAPITAL   SUBSCRIBED      DEFICIT           TOTAL
<S>                                           <C>           <C>          <C>             <C>           <C>             <C>

BALANCE AT MARCH 31, 2001                     17,273,094    $  86,365    $  7,289,322    $        -    $ (9,902,708)   $ (2,527,020)
                                              ----------    ---------    ------------    -----------   -------------   -------------

Issuance of common stock to employees
and Directors in exchange for services           426,414        2,132         755,943             -               -         758,075

Issuance of common stock in exchange for
services                                          66,450          332         109,743             -               -         110,075

Issuance of common stock in exchange for
debt                                              90,000          450          89,550             -               -          90,000

Issuance of common stock in exchange for
research and development services                356,004        1,780         354,224             -               -         356,004

Common stock subscription                              -            -               -        12,000               -          12,000

Net Loss                                               -            -               -                    (1,658,117)     (1,658,117)
                                              ----------    ---------    ------------    ----------    -------------   -------------
BALANCE AT MARCH 31, 2002                     18,211,962    $  91,060    $  8,598,782    $   12,000    $(11,560,825)   $ (2,858,983)
                                              ==========    =========    ============    ==========    =============   =============
Issuance of common stock  to employees
and Directors  in exchange for services        1,092,031        5,460       1,037,468             -               -       1,042,928

Issuance of common stock  in exchange for
services and accounts payable to vendors         283,938        1,420         522,855             -               -         524,275

Issuance of common stock in exchange for
debt                                              77,334          387          76,947             -               -          77,334

Issuance of common stock  for cash in
connection  with  private  placement             190,286          950         149,176       (12,000)              -         138,126

Issuance of common stock in exchange for
inventory                                        338,718        1,694         337,024             -               -         338,718

Issuance of warrants for services rendered
(Note H)                                               -            -          22,813             -               -          22,813

Net Loss                                               -            -               -             -      (1,431,508)     (1,431,508)
                                              ----------    ---------    -------------   ----------    -------------   -------------
BALANCE AT MARCH 31, 2003                     20,194,269    $ 100,971    $  10,745,066   $        -    $(12,992,333)   $ (2,146,296)
                                              ==========    =========    =============   ==========    =============   =============

</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, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                            2003                  2002
                                                                            ----                  ----
<S>                                                                        <C>                   <C>
Cash flows from operating activities:
Net loss                                                                   $ (1,431,508)         $ (1,658,117)

Adjustments to reconcile net loss to net cash (used in) operating
activities:

Depreciation (Note B)                                                               629                     -
Common stock issued for board of directors and employee
compensation (Note F)                                                         1,042,928               758,075

Common stock issued for services (Note F)                                        43,600               110,075

Common stock issued for research and development services (Note F)                    -               356,004

Common stock issued in exchange for interest                                          -                90,000

Stock warrants issued for services (Note F and H)                                22,813                     -
Impairment of assets paid with common stock (Note G)                            338,718                     -
(Increase) decrease in:

Other receivable                                                                      -                  (627)

Other assets                                                                          -                37,664
Increase (decrease) in:
Accounts payable and accrued expenses                                          (133,349)              248,451
                                                                           -------------         -------------
Net cash (used in) operating activities                                        (116,169)              (58,475)

Cash flows from investing activities:

Capital expenditures                                                             (3,319)                    -
                                                                           -------------         -------------

Net cash (used in) investing activities                                          (3,319)                    -

Cash flows from financing activities:

Proceeds from issuance of common stock                                          138,126                     -
Proceeds from common stock subscribed                                                 -                12,000
Proceeds from notes payable                                                      20,000                63,475
Payments of notes payable                                                       (38,638)              (17,000)
                                                                           -------------         -------------
Net cash provided by financing activities                                       119,488                58,475


Net increase (decrease) in cash and cash equivalents                                  -                     -

Cash and cash equivalents at beginning of year                                        -                     -
                                                                           -------------         -------------
Cash and cash equivalents at end of year                                   $          -          $          -
                                                                           =============         =============

Supplemental Disclosures of Cash Flow Information:
Cash paid during period for interest                                       $          -          $          -

Cash paid during period for income taxes                                              -                     -
Common stock issued for board of directors and employee
compensation                                                                  1,042,928               758,075
Common stock issued for services                                                524,275               110,075

Common stock issued for research and development services                             -               356,004

Common stock issued for interest payments                                             -                90,000

Stock warrants issued for services                                               22,813                     -
Common stock issued in exchange for debt                                         77,334                     -
Common stock issued in exchange for accounts payable to vendors                 480,675                     -
Common stock issued in exchange for inventory paid with common
stock                                                                           338,718                     -

</TABLE>

           See accompanying notes to consolidated financial statements

                                       F-7


<PAGE>


                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

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.

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.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  amounts  reported  in the  consolidated  financial  statements  and
accompanying  disclosures.  Although these  estimates are based on  management's
best  knowledge of current  events and actions the Company may  undertake in the
future, actual results may differ from those estimates.

GOING CONCERN

The financial statements have been prepared on a going concern basis, and do not
reflect any  adjustments  related to the  uncertainty  surrounding the Company's
recurring  losses  or  accumulated  deficit.  See  Note  M to  the  consolidated
financial statements.

LIQUIDITY

As reflected in the accompanying financial statements,  the Company incurred net
losses of $1,431,508 and $1,658,117 for the years ended March 31, 2003 and 2002,
respectively,  and has an  accumulated  deficit of $ 12,992,333  as of March 31,
2003. In addition, the Company's current liabilities exceeded its current assets
by $1,948,986 as of March 31, 2003.

REVENUE RECOGNITION

The Company recognizes sales revenue when its product is delivered.  The Company
licenses  technology  used in radios for  helicopters  to the US Government  and
receives royalty revenue of $49.50 per radio, paid on a quarterly basis.

RESEARCH AND DEVELOPMENT COSTS

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.
Total research and development  costs charged to income were $0 and $356,004 for
the years ended March 31, 2003 and 2002, respectively.

                                      F-8
<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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 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 charge 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 31,  2003 and will
adopt the  interim  disclosure  provisions  for its  financial  reports  for the
quarter ended June 30, 2003.

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 H):

                                                        2003           2002
                                                        ----           ----
Net loss - as reported                             $ (1,431,508)   $ (1,658,117)
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)                                         -        (318,229)
                                                   -------------   -------------
Net loss - Pro Forma                               $ (1,431,508)   $ (1,976,346)
Net loss attributable to common
stockholders - Pro forma                           $ (1,431,508)   $ (1,976,346)
Basic (and assuming dilution) loss per
share - as reported                                $       (.07)   $       (.09)
Basic (and assuming dilution) loss per
share - Pro forma                                  $       (.07)   $       (.11)

CASH AND CASH EQUIVALENTS

The Company  considers  all highly liquid  investments  with a maturity of three
months or less when purchased to be cash equivalents.


                                       F-9

<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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                           5 years

LONG-LIVED ASSETS

The Company has adopted  Statement of  Financial  Accounting  Standards  No. 121
("SFAS  121"),  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
Long-Lived  Assets to be Disposed  of." 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.  SFAS 121 also
requires  assets to be  disposed  of be  reported  at the lower of the  carrying
amount or the fair value less costs to sell.

CONCENTRATIONS OF CREDIT RISK

Financial  instruments and related items, which potentially  subject the Company
to  concentrations   of  credit  risk,   consist  primarily  of  cash  and  cash
equivalents.  The Company  places its cash and temporary cash  investments  with
credit quality  institutions.  At times,  such  investments  may be in excess of
applicable government mandated insurance limit.

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.

ADVERTISING

The Company  follows the policy of charging the costs of advertising to expenses
as incurred. For the years ended March 31, 2003 and 2002, advertising costs were
not material to the statement of losses.

NET INCOME (LOSS) PER SHARE

The Company computes net income (loss) per share in accordance with Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share." Under
the  provisions  of SFAS 128,  basic net income  (loss) per share is computed by
dividing the net income (loss) for the period by the weighted  average number of
common shares outstanding during the period. Diluted net income (loss) per share
is  computed by dividing  the net income  (loss) for the period by the  weighted
average number of common and dilutive potential common shares outstanding during
the period.  As the Company had net losses during the periods  presented,  basic
and diluted net income (loss) per share are the same.



                                      F-10
<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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, 2003 and 2002.

COMPREHENSIVE INCOME

Statement of Financial  Accounting  Standards No. 130 ("SFAS  130"),  "Reporting
Comprehensive  Income,"  establishes  standards for reporting and  displaying of
comprehensive  income,  its components and accumulated  balances.  Comprehensive
income is defined to include all changes in equity except those  resulting  from
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires  that all items that are required to be  recognized  under  current
accounting  standards as  components  of  comprehensive  income be reported in a
financial  statement  that is  displayed  with  the  same  prominence  as  other
financial  statements.  The  Company  has no items of  comprehensive  income  to
report.

SEGMENT INFORMATION

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 131,
Disclosures  about  Segments of an  Enterprise  and Related  Information  ("SFAS
131"). SFAS 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 on 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
segments.

RECLASSIFICATIONS

Certain reclassifications have been made in prior years' financial statements to
conform to classifications used in the current year.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial  Accounting  Standards No. 141, "Business  Combinations"  (SFAS No.
141),  and Statement of Financial  Accounting  Standards No. 142,  "Goodwill and
Other  Intangible  Assets"  (SFAS No.  142).  The FASB also issued  Statement of
Financial Accounting  Standards No. 143, "Accounting for Obligations  Associated
with the  Retirement  of  Long-Lived  Assets"  (SFAS No. 143),  and Statement of
Financial  Accounting  Standards  No. 144,  "Accounting  for the  Impairment  or
Disposal  of  Long-Lived  Assets"  (SFAS No.  144) in August and  October  2001,
respectively.  SFAS No. 141  requires  the  purchase  method of  accounting  for
business  combinations   initiated  after  June  30,  2001  and  eliminates  the
pooling-of-interest  method. The adoption of SFAS No. 141 had no material impact
on the Company's consolidated financial statements.


                                      F-11

<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

Effective  January 1, 2002,  the Company  adopted  SFAS No.  142.  Under the new
rules, the Company will no longer amortize  goodwill and other intangible assets
with indefinite  lives,  but such assets will be subject to periodic testing for
impairment.  On an annual basis,  and when there is reason to suspect that their
values  have been  diminished  or  impaired,  these  assets  must be tested  for
impairment,  and  write-downs  to be included in results from  operations may be
necessary.  SFAS No. 142 also  requires  the Company to complete a  transitional
goodwill impairment test six months from the date of adoption.

Any goodwill impairment loss recognized as a result of the transitional goodwill
impairment  test  will  be  recorded  as a  cumulative  effect  of a  change  in
accounting  principle no later than the end of fiscal year 2002. The adoption of
SFAS No. 142 had no  material  impact on the  Company's  consolidated  financial
statements.

SFAS  No.  143  establishes   accounting   standards  for  the  recognition  and
measurement  of  an  asset  retirement   obligation  and  its  associated  asset
retirement  cost. It also  provides  accounting  guidance for legal  obligations
associated with the retirement of tangible  long-lived  assets.  SFAS No. 143 is
effective in fiscal years  beginning  after June 15, 2002,  with early  adoption
permitted. The Company expects that the provisions of SFAS No. 143 will not have
a material  impact on its  consolidated  results  of  operations  and  financial
position  upon  adoption.  The  Company  plans to adopt SFAS No.  143  effective
January 1, 2003.

SFAS No.  144  establishes  a single  accounting  model  for the  impairment  or
disposal of long-lived assets, including discontinued  operations.  SFAS No. 144
superseded  Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(SFAS No. 121),  and APB Opinion No. 30,  "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions". The Company adopted
SFAS No. 144  effective  January 1, 2002.  The  adoption  of SFAS No. 144 had no
material impact on Company's consolidated financial statements.

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections." This Statement rescinds FASB Statement No. 4, "Reporting Gains and
Losses from  Extinguishment  of Debt", and an amendment of that Statement,  FASB
Statement  No.  64,  "Extinguishments  of  Debt  Made  to  Satisfy  Sinking-Fund
Requirements"  and FASB Statement No. 44,  "Accounting for Intangible  Assets of
Motor Carriers".  This Statement  amends FASB Statement No. 13,  "Accounting for
Leases",  to eliminate an  inconsistency  between the  required  accounting  for
sale-leaseback  transactions  and the  required  accounting  for  certain  lease
modifications  that have  economic  effects  that are similar to  sale-leaseback
transactions. The Company does not expect the adoption to have a material impact
to the Company's financial position or results of operations.

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


                                      F-12


<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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

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

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

In April 2003,  the FASB issued  Statement  of  Financial  Accounting  Standards
(SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES.  SFAS  149  amends  SFAS No.  133 to  provide  clarification  on the
financial  accounting  and  reporting  of  derivative  instruments  and  hedging
activities and requires that contracts with similar characteristics be accounted
for on a  comparable  basis.  The  provisions  of  SFAS  149 are  effective  for
contracts  entered  into or  modified  after  June  30,  2003,  and for  hedging
relationships  designated after June 30, 2003. The adoption of SFAS 149 will not
have a material  impact on the  Company's  results of  operations  or  financial
position.


                                      F-13


<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In May 2003,  the FASB  issued SFAS No. 150,  ACCOUNTING  FOR CERTAIN  FINANCIAL
INSTRUMENTS  WITH  CHARACTERISTICS  OF BOTH  LIABILITIES  AND  EQUITY.  SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with  characteristics of both liabilities and equity. The provisions
of SFAS 150 are  effective for  financial  instruments  entered into or modified
after May 31, 2003 and to all other  instruments  that exist as of the beginning
of the first interim  financial  reporting period beginning after June 15, 2003.
The  adoption  of SFAS  150 will not have a  material  impact  on the  Company's
results of operations or financial position.

NOTE B - PROPERTY, PLANT AND EQUIPMENT

The Company's  property,  plant and equipment at March 31, 2003 and 2002 consist
of the following:

                                                    2003              2002
                                                    ----              ----
  Furniture & Fixtures                          $  435,391        $  435,391
  Leasehold Improvements                            48,560            48,560
  Computer Equipment                                 6,858             3,539
                                                -----------       -----------
     Total                                         490,809           487,490
  Accumulated Depreciation                        (488,119)         (487,490)
                                                -----------       -----------
                                                $    2,690        $        -
                                                ===========       ===========

Depreciation  expense included as a charge to income amounted to $629 and $0 for
the year ended March 31, 2003 and 2002, respectively.

NOTE C - ACCRUED LIABILITIES

Accrued liabilities at March 31, 2003 and 2002 are as follows:

                                                    2003              2002
                                                    ----              ----
  Accrued Salaries                              $  622,107        $   873,369
  Accrued Expenses                                  58,144             39,755
  Accrued Interest                                 315,819            259,982
                                                ----------        -----------
  Total                                         $  996,070        $ 1,173,106
                                                ==========        ===========

NOTE D - LOSSES PER COMMON SHARE

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

                                                    2003              2002
                                                    ----              ----
Net loss available for common shareholders     $ (1,431,508)      $ (1,658,117)
                                               =============      =============

Basic and fully diluted loss per share         $      (0.07)      $       (0.9)

                                               =============      =============
Weighted average common shares outstanding       19,287,786         17,775,830
                                               =============      =============




                                      F-14
<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE E - NOTES PAYABLE

Notes payable at March 31, 2003 and 2002 are as follows:

<TABLE>
<CAPTION>
                                                                                   2003               2002
                                                                                   ----               ----
<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)                                                                     $    43,326        $   66,926
     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)                                               -            10,000
     Unsecured note payable on demand to Company shareholder, accrues
     interest at 10% per annum, (see Note L)                                               -            20,000
     Unsecured note payable on demand to Company shareholder, accrues
     interest at 10% per annum, (see Note L)                                               -             3,000
     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             7,000
     Unsecured note payable on demand, accrues interest at 10% per annum
                                                                                       1,500             1,500
     Unsecured note payable on demand, accrues interest at 10% per annum
                                                                                      10,000            10,000
     Unsecured note payable on demand, accrues interest at 10% per annum
     (see Note L)                                                                          -            40,000
                                                                                 -----------        ----------
                                                                                 $   330,838        $  427,438
                                                                                 ===========        ==========
</TABLE>

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,  2003,  the  Company  has  issued  and
outstanding 20,194,269 shares of common stock.

On October 1, 2002,  the  Company  declared a 2-for-1  stock split on its common
stock. All common stock share information has been adjusted retroactively in the
accompanying consolidated financial statements for all periods presented.


                                      F-15

<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE F - CAPITAL STOCK (CONTINUED)

For the year ended March 31,  2002,  the Company  issued an aggregate of 848,868
shares of the Company's common stock to employee, consultants and members of the
Company's  Board of Directors in exchange for services  provided to the Company.
The Company valued the shares issued at $1,224,154,  which approximated the fair
value of the shares  issued during the period the services  were  rendered.  The
compensation  costs of  $1,224,154  were charged to income during the year ended
March 31, 2002.  Additionally,  the Company issued 90,000 shares of common stock
in exchange for $90,000 of previously  incurred  debt. The Company also received
$12,000  of cash  for  common  stock  subscribed.  As of  March  31,  2002,  the
subscribed common shares have not been issued.

For the year ended March 31, 2003,  the Company issued an aggregate of 1,375,969
shares of the Company's common stock to employee, consultants and members of the
Company's  Board of Directors in exchange for services and accounts  payable for
services  provided  to the  Company.  The  Company  valued the shares  issued at
$1,567,203,  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,  2003  and  2002  were   $1,086,528  and  $480,675,
respectively.  Additionally, the Company issued an aggregate of 77,334 shares of
common stock in exchange for $77,334 of previously  incurred debt. In connection
with the Company's private placement, the Company issued an aggregate of 190,286
shares of its common stock to sophisticated  investors in exchange for $138,126,
net of costs and $12,000 of common stock subscribed in prior year

In  August  2002,  the  Company  issued  338,718  shares  of  common  stock to a
third-party  supplier  in exchange  for  inventory,  spare  parts and  marketing
related  services  (Note G). The shares of the common stock were valued at $1.00
per share,  which  approximated the fair value of the inventory received and the
services rendered. In connection with this transaction,  the Company also issued
the supplier  338,718 warrants to purchase shares of the Company's common stock.
The  warrants  have an  exercise  price of $1.00 per share and  expire in August
2006. The Company recorded a charge of $22,813 related to the warrants issued to
the third-party  supplier in the  consolidated  statement of losses for the year
ended March 31, 2003 (see Note H).

NOTE G - IMPAIRMENT CHARGE


As a result of the Company's lack of resources,  the Company is unable to market
certain of its proprietary  products and related  peripherals held as inventory.
Management  performed an evaluation of the  recoverability  of the inventory and
concluded from  the  results of this  evaluation  that a significant  impairment
charge was required because the inventory's estimated market value was less than
cost. Accordingly,  the Company recorded a charge of $338,718 or $ .02 per share
during  the  year  ended  March 31, 2003 for  impairment  previously of acquired
inventory (see Note F).



                                      F-16


<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE H - 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, 2003.

<TABLE>
<CAPTION>
                     OPTIONS OUTSTANDING                                  OPTIONS EXERCISABLE
                                             WEIGHTED
                                              AVERAGE              NUMBER     WEIGHTED AVERAGE
                                             REMAINING           EXERCISABLE   EXERCISE PRICE
                            NUMBER        CONTRACTUAL LIFE
   EXERCISE PRICES:       OUTSTANDING         (YEARS)
<S>                         <C>                   <C>              <C>                  <C>

                $1.00        1,950,000             2.7             1,950,000            $1.00
                $1.00           20,000             2.9                20,000            $1.00
                $1.00          100,000             1.5               100,000            $1.00
                $1.00          712,008            18.5               712,008            $1.00
                            ----------            ----             ---------            -----
                             2,782,008             6.7             2,782,008            $1.00
                            ==========             ===             =========            =====
</TABLE>

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

                                                 NUMBER OF      WEIGHTED AVERAGE
                                                  SHARES         EXERCISE PRICE
   Outstanding at March 31, 2001                  2,070,000             $   1.00
                                                 ==========             ========
   Granted                                          712,008                 1.00
   Exercised                                              -                    -
   Cancelled                                              -                    -
                                                 ----------             --------
   Outstanding at March 31, 2002                  2,782,008             $   1.00
                                                 ==========             ========
   Granted                                                -                    -
   Exercised                                              -                    -
   Cancelled                                              -                    -
                                                 ----------             --------
   Outstanding at March 31, 2003                  2,782,008             $   1.00
                                                 ==========             ========

All options granted to non-employees are non-compensatory and exercise prices of
options are higher than the fair market value of the Company's common stock, and
thus none was charged to operations  for the year ended March 31, 2003 and 2002.
The estimated  value of the options granted to employee for the year ended March
31, 2002 was  determined  using the  Black-Scholes  option pricing model and the
following assumptions:  contractual term of 9.0 years, a risk free interest rate
of 2.92%, a dividend yield of 0% and volatility of 0%. If the Company recognized
compensation cost for the employee stock option plan in accordance with SFAS No.
123,  the  Company's  pro forma net loss and net loss per share  would have been
$(1,431,508)  and $(0.07) for the year ended March 31, 2003 and $(1,976,346) and
$(0.11) for the year ended March 31, 2002.



                                      F-17

<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE H - STOCK OPTIONS AND WARRANTS (CONTINUED)

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, 2003.

<TABLE>
<CAPTION>
                     WARRANTS OUTSTANDING                                 WARRANTS EXERCISABLE
                                             WEIGHTED
                                              AVERAGE              NUMBER     WEIGHTED AVERAGE
                                             REMAINING           EXERCISABLE   EXERCISE PRICE
                            NUMBER        CONTRACTUAL LIFE
   EXERCISE PRICES:       OUTSTANDING         (YEARS)
<S>                       <C>                   <C>               <C>                  <C>



               $1.00          55,500             1.2                  55,500           $1.00
               $1.00       1,699,802             1.9               1,699,802           $1.00
                          ----------             ---               ---------           -----
                           1,755,302             1.9               1,755,302           $1.00
                          ==========             ===               =========           =====
</TABLE>

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

                                                NUMBER OF      WEIGHTED AVERAGE
                                                  SHARES         EXERCISE PRICE

   Outstanding at March 31, 2001                1,034,700             $   1.00
                                                =========             ========
   Granted                                         30,000                 1.00
   Exercised                                            -                    -
   Cancelled                                            -                    -
                                                ---------             --------
   Outstanding at March 31, 2002                1,064,700             $   1.00
                                                =========             ========
   Granted                                        690,602                 1.01
   Exercised                                            -                    -
   Cancelled                                            -                 1.00
                                                ---------             --------
   Outstanding at March 31, 2003                1,755,302             $   1.00
                                                =========             ========

The weighted-average fair value of stock warrants granted to shareholders during
the years  ended March 31,  2003 and 2002 and the  weighted-average  significant
assumptions  used to determine those fair values,  using a Black-Scholes  option
pricing model are as follows:

<TABLE>
<CAPTION>
                                                                                   2003               2002
                                                                                   ----               ----
<S>                                                                              <C>               <C>
   Weighted average grant date fair value per share:                             $    2.00         $   0.22
   Significant assumptions (weighted-average):
       Risk-free interest rate at grant date                                         1.74%            2.92%
       Expected stock price volatility                                                  0%               0%
       Expected dividend payout                                                         -                 -
       Expected warrant life-years (a)                                                4.0               4.1
         (a)The expected warrant life is based on contractual expiration dates.
</TABLE>

The amount of the expense  charged to operations in connection with granting the
warrants was $22,813 (Note F) and $0 for the year ended March 31, 2003 and 2002,
respectively.

                                      F-18

<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE I - 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, 2003,  the Company has available for federal  income tax purposes a
net operating loss carryforward of approximately $13,000,000,  expiring the year
2023, 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, 2003 are as follows:

         Non current:
         Net operating loss carryforward             $  4,500,000
         Valuation allowance                           (4,500,000)
                                                     -------------
         Net deferred tax asset                      $          -
                                                     =============

NOTE J - COMMITMENTS AND CONTINGENCIES

LEASE COMMITMENTS

The Company leases office and  distribution  space for its corporate  offices in
Ellicott City,  Maryland.  As of August 31, 2002, the lease converted to a month
to month basis and  therefore,  the Company does not have minimum  monthly lease
payments  as of March 31,  2003.  Rent  expense  included  as a charge to income
amounted  to $40,298  and  $38,688  for the years ended March 31, 2003 and 2002,
respectively.

The Company also leases two  automobiles  for two  corporate  officers.  Minimum
monthly lease payments on the vehicles are $421 and $599 with  expiration  dates
of July 1, 2004 and January 2, 2003,  respectively.  Auto expense  included as a
charge to income  amounted  to $9,635 and  $11,740 for the years ended March 31,
2003 and 2002, respectively.

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, 2003 and 2002,
the chips have not been delivered to JRC and thus, revenue has been deferred.


                                      F-19



<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE J - COMMITMENTS AND CONTINGENCIES (CONTINUED)

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, 2003
and 2002, the Company has not received any sublicense revenues.

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.

NOTE K - MAJOR CUSTOMERS

Revenue from one (1) major customer  approximated  $32,423 or 76% and $33,165 or
86% of sales for the years ended March 31, 2003 and 2002, respectively.

NOTE L - RELATED PARTY TRANSACTIONS

Several shareholders advanced funds to the Company for working capital purposes.
As of March 31, 2003 and 2002, the amount due to the shareholders is $86,321 and
$119,321,  respectively.  Interest is computed at ten percent per annum. Accrued
and unpaid  interest due to the  shareholders is $31,050 and $22,227 as of March
31, 2003 and 2002, respectively (see Note E).

The  Company's  Chief  Executive  Officer has advanced  funds to the Company for
working capital  purposes.  As of March 31, 2003 and 2002, the amount due to the
Company's CEO is $43,326 and $66,926, respectively. Interest is compounded daily
at ten percent per annum. No formal  repayment  terms or  arrangements  exist at
March 31, 2003 (see Note E).

A board member and  shareholder of the Company has advanced funds to the Company
for working capital  purposes.  As of March 31, 2003 and 2002, the amount due to
the Company's board member and  shareholder is $180,691.  Interest is compounded
daily at ten percent per annum. Accrued and unpaid interest due to the Company's
board  member and  shareholder  is $69,080  and $45,465 as of March 31, 2003 and
2002, respectively. No formal repayment terms or arrangements exist at March 31,
2003 (see Note E).

Two  officers  paid  expenses on behalf of the Company.  At March 31, 2003,  the
amounts owed these two officers total $10,543.

                                      F-20


<PAGE>
                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE M - GOING CONCERN MATTERS

As reflected in the accompanying consolidated financial statements,  the Company
incurred net losses of $ 1,431,508 and  $1,658,117  for the year ended March 31,
2003 and 2002,  respectively,  and has an accumulated deficit of $ 12,992,333 as
of March 31,  2003.  In addition,  the Company has had  negative  cash flow from
operating  activities since  inception.  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.

                                      F-21