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

                                  FORM 10-KSB


 Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
                    For the fiscal year ended MARCH 31, 2004

                        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.)

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

                                 (410) 953-7177
                           (Issuer's telephone number)
      Securities registered under Section 12(b) of the Exchange Act: NONE

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

           State issuer's revenues for its most recent fiscal year: $0

      Aggregate market value of the voting stock held by non-affiliates of
                      the registrant as of March 31, 2004:
                                      NONE

              Number of outstanding shares of the registrant's par
                 value $0.005 common stock as of March 31, 2004:
                                   20,356,771

                    Documents incorporated by reference: None

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

<PAGE>

                              LINK PLUS CORPORATION
                                   FORM 10-KSB
                                      INDEX

                                                                            PAGE
                                                                            ----
                                     Part I


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

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

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

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


                                     Part II

Item 5.   Market for Common Equity and Related Stockholder Matters........    7

Item 6.   Management's Discussion and Analysis or Plan of Operation.......    7

Item 7.   Financial Statements............................................   11

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure ............................   12

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......   12

Item 10.  Executive Compensation..........................................   15

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters......................   16

Item 12.  Certain Relationships and Related Transactions..................   18

Item 13.  Exhibits and Reports on Form 8-K................................   19

Item 14.  Principal Accountant Fees and Services..........................   21

Signatures    ............................................................   22

                                       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. The Company changed its name to Link Plus Corporation in 1992
and began trading on the Over-The-Counter Bulletin Board market in October 2003
as LKPL.

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

Link Plus is a "fabless" communications technology company focused on radio
frequency integrated circuits and product solutions. The Company's mission is to
design, manufacture and sell advanced wireless communications products for the
growing consumer, commercial, industrial and government electronics markets.
Link Plus solutions include an application-specific integrated circuit (ASIC)
radio-on-a-chip, a family of RF radio modules, signal enhancement software and
chip sets as well as complete turnkey system product solutions for OEM's. Link
Plus currently offers more core radio products than all of its competitors
combined. Moreover, more than twenty-five United States and worldwide patents,
several patents pending and additional filed patent disclosures protect this
technology. Our solutions are aimed at the high volume, attractively priced
applications where we can add value necessary to generate significant profit
margins.

The Company's core technology includes its radio-on-chip advanced wireless
communications system (AWICS(R)), and its linked compressor and expander
(LINCOMPEX) technology under the trademark LinkPlus(R). AWICS(R) includes a
custom ASIC and completed radio systems along with a network operating system
(LinkNET(TM)). The AWICS technology has been implemented in several commercial
products including game controllers for Play Station 2 and car security systems.
The Lincompex technology has been applied to a variety of fielded applications
and is currently incorporated into the White House Communications Agency and the
Department of Homeland Security/FEMA systems. Also, Lincompex technology is
mandatory in all U.S. Army and Air Force helicopter radios (Mil-Spec-188-141A)
and has been incorporated into the International Telecommunications Union
Standard (ITU-RF.1111).

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

There has been no bankruptcy, receiverships, or similar proceedings by or
against the Company.

                                       3
<PAGE>

LINK PLUS PRODUCTS

1.  Chips and Modules

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

         a)     AWICS-09325 Single-chip RF Transceiver
                  o 300 MHz to 930 MHz (selectable)
                  o 128 Kbps data rate
                  o 50 feet range capability
                  o 40-pin LPCC

         b)     ASM1-915 RF Transceiver Module
                  o 902 MHz to 928 MHz (selectable)
                  o 128 Kbps data rate
                  o 50 feet range capability
                  o 12.7 mm x 17.3 mm x 2.4 mm (LWH)

         c)     ASM2-915 RF Transceiver Module
                  o 902 MHz to 928 MHz (selectable)
                  o -100 dBm receiver sensitivity
                  o 256 Kbps data rate
                  o 300 feet range capability
                  o 12.7mm x 17.3 mm x 2.4 mm (LWH)

         d)     ASM3-915LR, Long Range RF Transceiver Module
                  o 902 MHz to 928 MHz (selectable)
                  o -95 dBm receiver sensitivity
                  o +20 dBm transmitter power
                  o 1 mile range @ 112 Kbps
                  o 26.7 mm x 18.8 mm x 2.4 mm (LWH)

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

         f)     Cypherpex Card
                  o Implements compression algorithm
                  o Includes Chipset and voice encryption on a single card
                  o Can be added to audio circuit of transmitter
                  o Basic operation per ITU-RF.1111-1
                  o Voice compression: 48 dB
                  o Companding range: 60 dB

         g)     Lincompex Algorithm Software
                  o Implements compression algorithm in customers' digital
                    signal processor
                  o Requires 14 Kbytes of memory

2.  System Solutions

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

                                       4
<PAGE>

BUSINESS DEVELOPMENT

Link Plus has signed four major contracts that will result substantial
manufacturing and product deliveries in the following areas.

         1.       Automotive Security. Link Plus Corporation has signed an
                  original development manufacturer (ODM) contract for the
                  design, development and eventual production of a new
                  technology wireless automotive security device using the
                  AWICS(R) chip. The product will be completed by October 2004
                  and manufacturing will begin in early 2005. The initial volume
                  anticipated is 300,000 for 2005.

         2.       Automatic Meter Reading. Link Plus Corporation has signed an
                  ODM contract for the design, development and production of a
                  new AMR product for water meters. The production portion of
                  this contract is for an initial order of 100,000 units with an
                  option for an additional 150,000 units. Link Plus has also
                  begun development of AMR products for electric power and gas
                  meters as well.

         3.       Radio Transceiver Chips and Modules. Link Plus has signed an
                  agreement that will lead to an immediate purchase order for
                  50,000 of the AWICS(R) chips. Projected follow-on orders of
                  2,000,000 chips and modules are projected for 2005/2006.

         4.       Cordless Headsets for Cellular Telephones. Link Plus
                  Corporation is designing and developing a cordless headset for
                  cellular telephones using the AWICS(R) chip. The product
                  completion is scheduled for the end of 2004 with manufacturing
                  to begin in the third quarter 2005. The volume in the first
                  year is estimated at 100,000 units.

MARKETING STRATEGY

The market for Link Plus products is quite large. Almost any narrowband,
wireless communications and control application can benefit from the Company's
technology. Link Plus market studies indicate that over 1 billion units that
could use AWICS(R) and/or Lincompex in their products will be sold worldwide in
CY2004. AWICS(R) far surpasses the competition with enhanced range, secure
point-to-point communication, smaller size, alphanumeric paging, and integration
among components thereby offering the OEM with increased capabilities at
competitive prices. Creative original equipment suppliers will find new market
applications for the AWICS(R) and Lincompex designs, thereby increasing our
worldwide market potential. Link Plus' core technology is in a position to be
used in every wireless communication device in the world because it operates in
the unlicensed spectra, and it does not conflict with cell phone standards.
Therefore the total available market for Link Plus products is several hundred
million units per year over the next three years. So far the Company has focused
on automotive security, automatic meter reading and several voice application
markets such as cellular headsets and two-way radios.

Link Plus currently offers our chip level and module level products to the
market through a manufacturers sales representative network of six firms that
covers North America and Asia and direct sale to OEM equipment makers. The Link
Plus internal staff includes three highly skilled technical sales professionals.

COMPETITION

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

Principal RF transceiver chip competitors are: Chipcon of Norway, Nordic of
Norway, Xemics of Switzerland and Atmel of the USA. However none of these
companies offer module products or the number of products made by Link Plus. In
addition, Link Plus' Lincompex technology is unique to the communications
industry.

The AWICS(R) chip is the culmination of over 6 years of work and over $8 million
and is covered by thirteen US patents filed by Honeywell Inc. Honeywell is
contractually

                                       5
<PAGE>

obligated to protect these patents against infringement. LinkPlus
technology is covered by an additional 11 patents and when the combined
AWICS(R)/LinkPlus(R) chips are completed there will be additional filings to
protect the design and the Company's competitive advantage.

LINKPLUS(R) PRODUCTS LIFE SPAN

AWICS(R) products are based on .35 micron CMOS process that will be sufficient
for providing competitive products for 3to 5 years. The Company is in the
process of transitioning to a .25 micron process for AWICS applications that
should be the basis for competitive products for an additional 5 years.
Lincompex products have been sold in various models since the 1960's due to the
fact that Lincompex technology is applicable to a wide range of communications
signals. The Company's Lincompex products, namely, ChipSet, Lincompex Card,
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.

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 Lincompex technology including Foreign Military Sales.

EMPLOYEES

As of March 31, 2004, the Company has three 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.

INTELLECTUAL PROPERTY

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

There can be no assurance that any of the Company's current or future patent
applications will be granted, or will provide necessary protection for the
Company's technology or

                                       6
<PAGE>

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 2004 and 2003, there were no research and development costs
charged to income.



ITEM 2.  DESCRIPTION OF PROPERTY

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


ITEM 3.  LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.


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 is authorized to issue 50,000,000 shares of common stock with $0.005
par value per share. As of March 31, 2004 and 2003, the Company has issued and
outstanding 20,356,771 and 20,194,269 shares of common stock, respectively.

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

During the year ended March 31, 2004, the Company issued an aggregate of 150,502
shares of the Company's common stock to Company's officers in exchange for
services provided to the Company. The Company valued the shares issued at
$301,004, which approximated the fair value of the shares issued during the
period the services were rendered. Compensation costs charged to income during
the year ended March 31, 2004 were $301,004. Additionally, the Company issued an
aggregate of 12,000 shares of its common stock to sophisticated investors in
exchange for $12,000, net of costs and fees, in connection with the Company's
private placement.

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

The following discussion contains forward-looking statements that are subject
tosignificant 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.

                                       7
<PAGE>

Critical Accounting Policies

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

         o        business combinations

         o        stock-based compensation.

         o        revenue recognition

Business combinations

         The Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards ("SFAS") No. 141, Business Combinations, which
established accounting and reporting standards for business combinations and
requires that all business combinations be accounted for by the purchase method.
Under the purchase method of accounting, the cost, including transaction costs,
is allocated to the underlying net assets, based on their respective estimated
fair values. The excess of the purchase price over the estimated fair values of
the net assets acquired is recorded as goodwill.

         The judgments made in determining the estimated fair values and
expected useful lives assigned to each class of assets and liabilities acquired
can significantly impact net income. For example, different classes of assets
will have useful lives that differ. Consequently, to the extent a longer-lived
asset is ascribed greater value under the purchase method than a shorter-lived
asset, there may be less amortization recorded in a given period.

         Determining the fair value of certain assets and liabilities acquired
is subjective in nature and often involves the use of significant estimates and
assumptions. We use a one-year period following the consummation of acquisitions
to finalize estimates of the fair values of assets and liabilities acquired. Two
areas, in particular, that require significant judgment are estimating the fair
values and related useful lives of identifiable intangible assets. While there
are a number of different methods used in estimating the value of acquired
intangibles, there are two approaches primarily used: the discounted cash flow
and market comparison approaches. Some of the more significant estimates and
assumptions inherent in the two approaches include: projected future cash flows
(including timing); discount rate reflecting the risk inherent in the future
cash flows; perpetual growth rate; determination of appropriate market
comparables; and the determination of whether a premium or a discount should be
applied to comparables. Most of the foregoing assumptions are made based on
available historical information.

                                       8
<PAGE>

Stock-Based Compensation

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

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

Revenue Recognition

         Revenue for product sales is recognized at the time the product is
shipped to or picked up by the customer. Assumptions used for recording sales
and earnings are adjusted in the period of change to reflect revisions in
contract value and estimated costs. The Company defers any revenue for which the
product has not been delivered or is subject to refund until such time that the
Company and the customer jointly determine that the product has been delivered
or no refund will be required. In the period in which it is determined that a
loss will be incurred on a contract, the entire amount of the estimated loss is
charged to income.


REVENUES

YEAR ENDED MARCH 31, 2004 AND 2003

The Company's total revenues were $0 for the year ended March 31, 2004
compared to $42,587 for the same period ended March 31, 2003. Revenue from one
(1) major customer approximated $32,423 or 76% of sales for the year ended March
31, 2003.

COSTS AND EXPENSES

YEAR ENDED MARCH 31, 2004 AND 2003

The Company's selling, general and administrative expenses for the year ended
March 31, 2004 was $856,540 compared to $1,038,346 for the same period ended
March 31, 2003, a decline of $181,806. This decrease was due to a decline in
Auto lease costs ($6,826), salaries ($69,193), board of directors fees
($83,334), rent ($9,111), royalty fees due to lower income ($5,264), office
expense ($20,208) offset by an increase in accounting fees of $12,130.

Research and development costs were $0 for the year ended March 31, 2004 and
2003.

The Company incurred acquisition costs related to the merger with JS
Technologies. Acquisition costs of $2,142,475 were charged to operations during
the year ended March 31, 2004.

                                       9
<PAGE>

The following summarizes the acquisition cost:

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

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 H to the financial statements).

Interest expense was $67,543 for the year ended March 31, 2004 compared to
$96,402 for the same period ended March 31, 2003, resulting in a decline of
$28,859. The decline was due conversion of notes payable to common stock in the
year ended March 31, 2003.

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

LIQUIDITY AND CAPITAL RESOURCES

As reflected in the accompanying financial statements, the Company incurred net
losses of $3,067,664 and $1,431,508 for the years ended March 31, 2004 and 2003,
respectively, and has an accumulated deficit of $16,059,997 as of March 31,
2004. In addition, the Company's current liabilities exceeded its current assets
by $3,972,795 as of March 31, 2004. As a result of our operating losses in 2004,
we generated a cash flow deficit of $73,364 from operating activities. Cash
flows used in investing activities was $0 during this period. We met our cash
requirements during this past year primarily through sale of common stock,
advances and loans from officers and shareholders in the amount of $73,364.

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.

                                       10
<PAGE>

The independent auditors report on the Company's March 31, 2004 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 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.

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.

In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88, AND 106. This statement retains the disclosure
requirements contained in FASB statement no. 132, Employers' Disclosures about
Pensions and Other Post-retirement Benefits, which it replaces. It requires
additional disclosures to those in the original statement 132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit post-retirement plans. The required
information should be provided separately for pension plans and for other
postretirement benefit plans. The revision applies for the first fiscal or
annual interim period ending after December 15, 2003 for domestic pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans. The adoption of this statement will not have a material
impact on the Company's results of operations or financial positions.

ITEM 7.  FINANCIAL STATEMENTS

The financial statements attached to this Report on Form 10-KSB as pages F-1 to
F-19 are incorporated herein by reference.


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

None

                                       11
<PAGE>

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, 2004, 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, 2004 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.


                                    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.       60       Chairman/CEO          4/1975 - 2004

Donald C. Kolasch          67       President, Director   6/1997 - 2004

Patricia E. Jones          61       Secretary             4/1975 - 2004

Emmett Paige, Jr.          72       Director              6/1998 - 2004

Anthony K. Sebro           60       Director              10/1993 -2004

Gita Shah                  58       Director              3/1996 - 2004

Fred L. Alexander          67       Director              7/1999 - 2004

Jonathan P. Gluckman       41       Director              1/2004 - 2004

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

                                       12
<PAGE>

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 Jonathan P. Gluckman, 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.

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.

                                       13
<PAGE>

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.

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.

Dr. Jonathan P. Gluckman

Dr. Gluckman joined Link Plus in January, 2004. Previously he was CEO of JS
Technologies Corporation, which he co-founded. Dr. Gluckman led JST's effort to
develop the Advanced Wireless Communications System (AWICS) technology. Dr.
Gluckman envisioned a family of semiconductor products and related software
concepts that led to the successful introduction of the AWICS chip, and
ultimately to the formation of JST Corporation

Dr. Gluckman is also a co-founder, President, & CEO of Integrated Dynamics,
Inc., as well as a co-founder of 125West.com, Inc. Integrated Dynamics provided
technical services to NASA and National Laboratories, and was a progenitor of
JST. 125West.com is an e-commerce web-site offering over 3000 products for home
and garden.

Dr. Gluckman has over 15 years experience in research and development of
advanced technologies in support of human-systems integration.

From 1993-1996 Dr. Gluckman worked for JJM Systems (now known as Observation
Technologies, Inc.), a small radar engineering firm that specialized in
development of advanced non-cooperative target recognition systems. Dr. Gluckman
served as Head of the Intelligent Control (Icon) Division of JJM Systems, and
was responsible for new business development and related activities in support
of JJM's customers in the Pentagon. In addition, Dr. Gluckman was instrumental
in development of advanced radar target tracking technology that JJM
successfully incorporated in various commercial and military products.

Prior to 1993, Dr. Gluckman managed the US Navy's Advanced Aircraft Human
Factors programs which resulted in several products being incorporated into
operational vehicles including the F-14 and F/A-18 aircraft.

Dr. Gluckman holds a Ph.D. in Psychology from the University of Cincinatti.

                                       14
<PAGE>

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.



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, 2004.

                           SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                    ANNUAL COMPENSATION           LONG TERM COMPENSATION
                                    ----------------------------------------------------
                                                         AWARDS             PAYOUTS
                                                      ---------------------------------
                                           OTHER          RESTRICTED       SECURITIES
                                           ANNUAL           STOCK          UNDERLYING         LTIP
                                        COMPENSATION        AWARDS        OPTIONS/SARS       PAYOUTS
POSITION    YEAR   SALARY($)   BONUS($)    ($)              (S)               (#)             ($)
------------------------------------------------------------------------------------------------------------------
<S>          <C>    <C>        <C>         <C>               <C>               <C>             <C>

Robert L.    2004   $360,000   $0          (1)               0                 0               0
Jones, Jr.,  2003   $360,000   $0          (1)               0                 0               0
CEO (1)      2002   $300,000   $0          (1)               0                 0               0
             2001   $250,000   $0          (1)               0              400,000            0
------------------------------------------------------------------------------------------------------------------

Donald C.    2004   $300,000   $0          (1)               0                 0               0
Kolasch,     2003   $250,000   $0          (1)               0                 0               0
President(2) 2002   $250,000   $0          (1)               0                 0               0
             2001   $200,000   $0          (1)               0             300,000             0

Jonathan     2004   $200,000   $0          (1)               0                 0               0
Gluckman
------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Company leased one automobiles for a corporate officer. Minimum monthly
lease payments on the vehicle was $421 with expiration date of July 1, 2004.
Auto expense included as a charge to income amounted to $2,809 and $9,635 and
$11,740 for the years ended March 31, 2004, 2003, and 2002, respectively.

                                       15
<PAGE>

COMPENSATION OF DIRECTORS

There are no arrangements made to compensate any director for services as
adirector. Such arrangements for compensation of directors for services
willcommence once we begin earning revenues.


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
tothe beneficial ownership of our common stock on March 31, 2004, 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.               8,237,092 (3)                  40.46
4933 Snowy Reach
Columbia, MD 21044

William A. McConarty               1,903,103                       9.35
10097 Colonial Drive
Ellicott City, MD 21042

Donald C. Kolasch                  1,939,429 (4)                   9.53
6899 McLean Province Circle
Falls Church, VA 22043

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


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)                  55.18
group 9 persons)

                                       16
<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 20,356,771 shares of common
         stock outstanding as of March 31, 2004. Where the persons listed on
         this table have the right to obtain additional shares of common stock
         within 60 days from March 31, 2004, 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, 2004, our equity compensation plans were as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                     # OF SECURITIES TO BE      WEIGHTED AVERAGE      # OF SECURITIES
                    ISSUED UPON EXERCISE OF     EXERCISE PRICE OF    REMAINING AVAILABLE
                    OUTSTANDING WARRANTS,      OUTSTANDING OPTIONS,     FOR FUTURE
PLAN CATEGORY         OPTIONS AND RIGHTS       WARRANTS AND RIGHTS       ISSUANCE
-----------------------------------------------------------------------------------------
<S>                          <C>                           <C>       <C>
Equity compensation
 plans approved by              --                           --          --
 security holders
-----------------------------------------------------------------------------------------
Equity compensation
plans not approved          3,992,910                      $1.00     29,643,229
by security holders
-----------------------------------------------------------------------------------------
            Total           3,992,910                      $1.00     29,643,229
-----------------------------------------------------------------------------------------
</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 5.7 years.

During the period 1998 to the present the Company has issued 1,210,902 warrants.
The exercise price is $1.00 per share and the exercise period averages 2.5
years. None of the options or warrants has been exercised.

                                       17
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Several shareholders advanced funds to the Company for working capital purposes.
As of March 31, 2004 and 2003, the amount due to the shareholders is $93,521 and
$86,321, respectively. Interest is computed at ten percent per annum. Accrued
and unpaid interest due to the shareholders is $36,769 and $27,837 as of March
31, 2004 and 2003, respectively.

The Company's Chief Executive Officer has advanced funds to the Company for
working capital purposes. As of March 31, 2004 and 2003, the amount due to the
Company's CEO is $66,826 and $43,326, respectively. Interest is compounded daily
at ten percent per annum. No formal repayment terms or arrangements exist at
March 31, 2004.

A board member and shareholder of the Company has advanced funds to the Company
for working capital purposes. As of March 31, 2004 and 2003, 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 $87,149 and $69,080 as of March 31, 2004 and
2003, respectively. No formal repayment terms or arrangements exist at March 31,
2004. (See Note E)

One officers paid expenses on behalf of the Company. At March 31, 2004, the
amount owed was $664. No formal repayment terms or arrangements exist at March
31, 2004. (See Note E)

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

There are no parent corporations of the Company.

There have been no transactions with promoters.

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

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

                                       18
<PAGE>

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*

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.

                                       19
<PAGE>

REPORTS ON FORM 8-K

The Company filed the following reports on Form 8-K during
the last quarter ofthe period covered by this report:

Acquisition or Disposition of Assets
--------------------------------------------------------------------------------
On March 1, 2004 the Registrant, Link Plus Corporation (LKPL), filed a
Certificate of Merger with the State of Delaware to acquire JS Technologies,
Inc. On March 10, 2004 the Registrant received correspondence from the State of
Delaware informing the Registrant of the approval by the State of Delaware of
the Certificate of Merger. The Registrant acquired all the assets and
liabilities of JS Technologies, Inc. for 3,672,800 shares of the Registrant's
stock plus 327,000 warrants, each of which will entitle the holder to purchase
one (1) additional share of the Registrant's stock. JS Technologies, Inc. assets
include: the Advanced Wireless Communication System (AWICS) and all rights to
the intellectual property and products based on the AWICS technology; related R
& D equipment; and office equipment and furniture. The AWICS chip is a single
chip digital radio transceiver used in a wide variety of products to wirelessly
connect those products to other products. For example, some of the applications
are as follows: keyless entry devices for cars, home or work; wireless remote
controls; wireless video games; radio frequency identification (RFID) devices;
etc. The Registrant intends to improve AWICS with its existing Linked Compressor
and Expander (Lincompex) technology, and to continue to sell and develop markets
for products based on AWICS technology. Audited financial statements of JS
Technologies, Inc. are not included with this report. The required financial
statements will be filed by amendment not later than 60 days after the date of
filing the instant Form 8K. [Rest of Page Intentionally Blank. Signature on
Following Page.

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              LINK PLUS CORPORATION

Date: March 18, 2004                          By: /s/ Robert L. Jones, Jr.
                                                  ------------------------
                                                  Robert L. Jones, Jr.
                                              Chairman & Chief Executive Officer

                                       20
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

For the fiscal years ended March 31, 2004 and 2003, our principal accountant
billed $22,000 and $32,087 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 2004 and 2003.

TAX FEES

For the fiscal years ended March 31, 2004 and 2003, our principal accountant did
not render any services for tax compliance, tax advice, and tax planning work.

ALL OTHER FEES

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

                                       21
<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:  July 23, 2004                   By:  /s/ ROBERT L. JONES, JR.
---------------------------         ----------------------------------
                                    Robert L. Jones, Jr., Chairman, CEO

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


NAME                                POSITION                   DATE

/s/ ROBERT L. JONES, JR.         Chairman, CEO                 July 23, 2004
------------------------------
Robert L. Jones, Jr.

/s/ DONALD C. KOLASCH            President and Director        July 23, 2004
------------------------------
Donald C. Kolasch

/s/ PATRICIA E. JONES            Secretary/Treasurer
------------------------------   (Principal Financial
Patricia E. Jones                and Accounting Officer)       July 23, 2004

/s/ EMMETT PAIGE, JR.            Director                      July 23, 2004
-------------------------------
Emmett Paige, Jr.

/s/ ANTHONY K. SEBRO                                           July 23, 2004
-------------------------------
Anthony K. Sebro


/s/ GITA SHAH                    Director                      July 23, 2004
-------------------------------
Gita Shah

/s/ FRED L. ALEXANDER            Director                      July 23, 2004
-------------------------------
Fred L. Alexander

/s/ Jonathan P. Gluckman         Director                      July 23, 2004
-------------------------------
Jonathan P. Gluckman

                                       22

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                       FINANCIAL STATEMENTS AND SCHEDULES

                             MARCH 31, 2004 AND 2003

                              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, 2004 and 2003                 F-4

Consolidated Statements of Losses for the years ended
   March 31, 2004 and 2003                                             F-5

Consolidated  Statements of Deficiency in Stockholders' Equity
   for the years ended March 31, 2004 and 2003                         F-6

Consolidated Statements of Cash Flows for the years ended
   March 31, 2004 and 2003                                             F-7

Notes to Consolidated Financial Statements                          F-8 - F-19




                                       F-2


<PAGE>


                    RUSSELL BEDFORD STEFANOU MIRCHANDANI, LLP
                          CERTIFIED PUBLIC ACCOUNTANTS




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors
Link Plus Corporation
Columbia, Maryland

We have audited the accompanying consolidated balance sheets of Link Plus
Corporation and its wholly owned subsidiary (the "Company") as of March 31, 2004
and 2003, and the related consolidated statements of losses, deficiency in
stockholders' equity and cash flows for the years then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the
Company as of March 31, 2004 and 2003, 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 N 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 N. 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
June 30,  2004


                                       F-3

<PAGE>

                              LINK PLUS CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                             MARCH 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                  2004             2003
                                                              ------------     ------------
<S>                                                           <C>              <C>
ASSETS
Current assets:

Cash and cash equivalents                                     $         43     $         --

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

Property and equipment, net of accumulated
depreciation of $489,225 and $488,119 at
March 31, 2004 and 2003, respectively (Note C)                       1,584            2,690

Other assets:

Deposits                                                             6,819               --
                                                              ------------     ------------
Total assets                                                  $     15,265     $      2,690
                                                              ============     ============

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current Liabilities:
Cash disbursed in excess of available funds                   $        205     $         --
Accounts payable and accrued liabilities (Note D)                3,325,850        1,618,148
Deferred revenue (Note K)                                          200,000          200,000
Advances from officers (Note M)                                        664               --
Other advances                                                      61,400               --
Notes payable, current portion (Note E)                            391,538          330,838
                                                              ------------     ------------
Total current liabilities                                        3,979,657        2,148,986

Commitments and contingencies (Note K)                                  --               --

Deficiency in stockholders' equity:
Common stock, par value $.005 per share; 50,000,000 shares
authorized; 20,356,771 and 20,194,269 shares issued and
outstanding at March 31, 2004 and March 31, 2003,
respectively (Note F)                                              101,784          100,971
Additional paid-in capital                                      11,057,257       10,745,066
Common stock subscription (Note B)                                 936,564               --
Accumulated deficit                                            (16,059,997)     (12,992,333)
                                                              ------------     ------------
                                                                (3,964,392)      (2,146,296)
Total liabilities and deficiency in stockholders' equity      $     15,265     $      2,690
                                                              ============     ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-4

<PAGE>

                              LINK PLUS CORPORATION
                        CONSOLIDATED STATEMENTS OF LOSSES
                   FOR THE YEARS ENDED MARCH 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                2004            2003
                                                           ------------     ------------

<S>                                                        <C>              <C>
REVENUES:
    Product sales                                          $         --     $     10,164
    Royalty sales                                                    --           32,423
                                                           ------------     ------------
                                                                     --           42,587
Operating expenses:
Selling, general and administrative                             856,540        1,038,346
Acquisition costs (Note B)                                    2,142,475               --
Impairment of assets (Note H)                                        --          338,718
Depreciation (Note C)                                             1,106              629
                                                           ------------     ------------
Total operating expenses                                      3,000,121        1,377,693

(Loss) from operations                                       (3,000,121)      (1,335,106)

Other expense:
Interest expense, net                                           (67,543)         (96,402)
                                                           ------------     ------------
Total other expense                                             (67,543)         (96,402)

Net loss before income taxes                                 (3,067,664)      (1,431,508)
Income (taxes) benefit                                               --               --
                                                           ------------     ------------
Net loss                                                   $ (3,067,664)    $ (1,431,508)
                                                           ============     ============

Loss Per Common Share (Basic and Assuming Dilution)
(Note J)                                                   $      (0.15)    $      (0.07)
                                                           ============     ============

Weighted Average Shares Outstanding (Basic and Diluted)
(Note J)                                                     20,318,519       19,287,786
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-5

<PAGE>


                              LINKPLUS CORPORATION
          CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED MARCH 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                     COMMON STOCK       ADDITIONAL     COMMON
                                                    ------------         PAID-IN        STOCK       ACCUMULATED
                                                  SHARES      AMOUNT     CAPITAL      SUBSCRIBED     DEFICIT          TOTAL
                                                  ------      ------    -----------   ---------    -------------   -----------
<S>                                             <C>          <C>        <C>           <C>          <C>             <C>
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     1,081,068          --              --      1,086,528
Issuance of common stock  in exchange for
services and accounts payable to vendors           283,938      1,420       479,256          --              --        480,676
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)
                                                ==========   ========   ===========   =========    ============    ===========
Issuance of common stock  to employees in
exchange for services                              150,502        753       300,251          --              --        301,004
Issuance of common stock  for cash in
connection  with  private  placement                12,000         60        11,940          --              --         12,000
Common stock to be issued in connection with
acquisition of JS Technologies Corp (Note B)            --         --            --     936,564              --        936,564
Net loss                                                --         --            --          --      (3,067,664)    (3,067,664)
                                                ----------   --------   -----------   ---------    ------------    -----------
BALANCE AT MARCH 31, 2004                       20,356,771   $101,784   $11,057,257   $ 936,564    $(16,059,997)   $(3,964,392)
                                                ==========   ========   ===========   =========    ============    ===========
</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, 2004 AND 2003

<TABLE>
<CAPTION>
                                                              2004           2003
                                                          -----------    -----------
<S>                                                       <C>            <C>
Cash flows from operating activities:
Net loss                                                  $(3,067,664)   $(1,431,508)
Adjustments to reconcile net loss to net cash (used in)
operating activities:
Depreciation (Note C)                                           1,106            629
Common stock issued in exchange for services and
compensation (Note F)                                         301,004      1,086,528
Stock warrants issued in exchange for services (Note G)            --         22,813
Acquisition costs (Note B)                                  2,142,475             --
Impairment of assets (Note H)                                      --        338,718
Changes in assets and liabilities:
Deposits and other assets                                     (13,638)            --
Cash disbursed in excess of available funds                       205             --
Accounts payable and accrued liabilities                      563,149       (133,349)
                                                          -----------    -----------
Net cash (used in) operating activities                       (73,364)      (116,169)

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 (Note F)                12,000        138,126
Proceeds from (repayments of) notes payable, net of
repayments (Note E)                                            60,700        (18,638)
Proceeds from officer advances (Note M)                           664             --
                                                          -----------    -----------
Net cash provided by financing activities                      73,364        119,488

Net increase (decrease) in cash and cash equivalents               --             --
Cash and cash equivalents at beginning of year                     --             --
Cash acquired in connection with acquisition of JS
Technologies (Note B)                                              43             --
                                                          -----------    -----------
Cash and cash equivalents at end of year                  $        43    $        --
                                                          ===========    ===========

Supplemental Disclosures of Cash Flow Information:
Cash paid for interest                                    $        --             --
Cash paid for income taxes                                         --             --
Common stock issued in exchange for services and
accrued compensation (Note F)                                 301,004      1,086,528
Common stock issued in exchange for accounts payable to
vendors (Note F)                                                   --        480,676
Stock warrants issued for services (Note G)                        --         22,813
Common stock issued in exchange for debt and accrued
interest (Note F)                                                  --         77,334
Common stock issued in exchange for inventory (Note F)             --        338,718
Acquisition of JS Technologies Corp.: (Note B)
  Assets acquired                                                  43             --
  Liabilities assumed                                      (1,205,954)            --
  Common stock to be issued                                  (936,564)            --
  Acquisition costs                                         2,142,475             --
                                                          -----------    -----------
  Net cash paid for acquisition                           $        --    $        --
                                                          ===========    ===========
</TABLE>

           See accompanying notes to consolidated financial statements

                                       F-7

<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003

NOTE A - SUMMARY OF ACCOUNTING POLICIES

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

Business and Basis of Presentation
----------------------------------

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

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

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

Cash Equivalents
----------------

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


Property, Plant and Equipment
-----------------------------

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

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

Impairment of Long Lived Assets
-------------------------------

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

                                       F-8

<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition
-------------------

For revenue from product sales, the Company recognizes revenue in accordance
with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 requires that four basic criteria must be met
before revenue can be recognized: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred; (3) the selling price is fixed and
determinable; and (4) collectibility is reasonably assured. Determination of
criteria (3) and (4) are based on management's judgments regarding the fixed
nature of the selling prices of the products delivered and the collectibility of
those amounts. Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments are provided for in the same
period the related sales are recorded. The Company defers any revenue for which
the product has not been delivered or is subject to refund until such time that
the Company and the customer jointly determine that the product has been
delivered or no refund will be required. The Company recorded deferred revenues
of $200,000 as of March 31, 2004 and 2003 (see Note K).

Advertising
-----------

The Company follows the policy of charging the costs of advertising to expenses
as incurred. For the years ended March 31, 2004 and 2003, advertising costs were
not material to the statement of losses.

Research and Development
------------------------

The Company accounts for research and development costs in accordance with the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 2 ("SFAS 2"), "Accounting for Research and Development Costs."
Under SFAS 2, all research and development costs must be charged to expense as
incurred. Accordingly, internal research and development costs are expensed as
incurred. Third-party research and developments costs are expensed when the
contracted work has been performed or as milestone results have been achieved.
Company-sponsored research and development costs related to both present and
future products are expensed in the period incurred. The Company incurred no
expenditures on research and product development for the year ended March 31,
2004 and 2003.

Income Taxes
------------

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

Stock Based Compensation
------------------------

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

                                       F-9

<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Stock Based Compensation
------------------------

In addition, this statement amends the disclosure requirements of SFAS No. 123
to require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The Company has chosen to
continue to account for stock-based compensation using the intrinsic value
method prescribed in APB Opinion No. 25 and related interpretations.
Accordingly, compensation expense for stock options is measured as the excess,
if any, of the fair market value of the Company's stock at the date of the grant
over the exercise price of the related option. The Company has adopted the
annual disclosure provisions of SFAS No. 148 in its financial reports for the
year ended March 31, 2004 and 2003 and will adopt the interim disclosure
provisions for its financial reports for the subsequent periods.


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

<TABLE>
<CAPTION>
                                                                              2004           2003
                                                                              ----           ----
<S>                                                                      <C>             <C>
Net loss - as reported                                                   $ (3,067,664)   $(1,431,508)
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)
                                                                         ------------    -----------
Net loss - Pro Forma                                                     $ (3,067,664)   $(1,431,508)
                                                                         ============    ===========
Net loss attributable to common stockholders - Pro forma                 $ (3,067,664)   $(1,431,508)
                                                                         ============    ===========
Basic (and assuming dilution) loss per share - as reported               $      (0.15)   $     (0.07)
                                                                         ============    ===========
Basic (and assuming dilution) loss per share - Pro forma                 $      (0.15)   $     (0.07)
                                                                         ============    ===========
</TABLE>

Segment Information
-------------------

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


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

                                      F-10

<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Concentration of Credit Risk
----------------------------

Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash, cash equivalents
and related party receivables. The Company places its cash and temporary cash
investments with credit quality institutions. At times, such investments may be
in excess of the FDIC insurance limit. The Company periodically reviews its
trade receivables in determining its allowance for doubtful accounts. The
allowance for doubtful accounts was $0 at March 31, 2004 and 2003.

Fair Value of Financial Instruments
-----------------------------------

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

Liquidity
---------

As reflected in the accompanying financial statements, the Company incurred net
losses of $3,067,664 and $1,431,508 for the years ended March 31, 2004 and 2003,
respectively, and has an accumulated deficit of $16,059,997 as of March 31,
2004. In addition, the Company's current liabilities exceeded its current assets
by $3,972,795 as of March 31, 2004.

Comprehensive Income (Loss)
---------------------------

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

Pension Plans and Other Post Employment Benefits
------------------------------------------------

Statement of Financial Accounting Standards No. 132 ("SFAS 132"), Employer's
Disclosures about Pension and Other Post Employment Benefits, establishes
disclosure requirements regarding pension and post employment obligations. SFAS
132 does not affect the Company as of March 31, 2004 and 2003.

Net Earnings (Losses) Per Common Share
--------------------------------------

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

Reclassifications
-----------------

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

                                      F-11

<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements
-----------------------------

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.

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.

In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88, AND 106. This statement retains the disclosure
requirements contained in FASB statement no. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits, which it replaces. It requires
additional disclosures to those in the original statement 132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for other
postretirement benefit plans. The revision applies for the first fiscal or
annual interim period ending after December 15, 2003 for domestic pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans. The adoption of this statement will not have a material
impact on the Company's results of operations or financial positions.


NOTE B - BUSINESS COMBINATION

In December 2003, the Company entered into a Merger Agreement ("Agreement") with
JS Technologies, Corp. ("JST"), a company organized under the laws of the State
of Delaware. JST is a private-held company and is engaged in the business of
developing, marketing and selling Advanced Wireless Communication System
("AWICS") and other intellectual property and products based on the AWICS
technology. In March 2004, the Company filed a Certificate of Merger with the
State of Delaware to acquire JST. Upon receipt of the approval by the State of
Delaware, JST was merged into the Company and the separate existence of JST
ceased.
                                      F-12

<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003

NOTE B - BUSINESS COMBINATION (CONTINUED)

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

In connection with the Agreement, JST transferred to the Company all of its
assets and liabilities in exchange for a total of 3,672,800 shares of the
Company's restricted common stock and 327,200 warrants with an exercise price of
$1.00 per share that expire 4 years from the date of the acquisition. As of
March 31, 2004, the restricted common shares have not been issued, and
accordingly were recorded as stock subscription payable. The shares to be issued
in connection with the Agreement were valued based on the fair market value at
the date of acquisition. The Company has charged to operations the acquisition
costs of $2,142,475 during the year ended March 31, 2004.

The following summarizes the acquisition of JST:

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

NOTE C - PROPERTY, PLANT AND EQUIPMENT

The Company's property, plant and equipment at March 31, 2004 and 2003 consist
of the following:

                                               2004               2003
                                               ----               ----
  Furniture & Fixtures                      $  435,391         $  435,391
  Leasehold Improvements                        48,560             48,560
  Computer Equipment                             6,858              6,858
                                            ----------         ----------
     Total                                     490,809            490,809
  Accumulated Depreciation                    (489,225)          (488,119)
                                            ----------         ----------
                                            $    1,584         $    2,690
                                            ==========         ==========

Depreciation expense included as a charge to income amounted to $1,106 and $629
for the year ended March 31, 2004 and 2003, respectively.

NOTE D - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accrued liabilities at March 31, 2004 and 2003 are as follows:


                                               2004               2003
                                               ----               ----
  Accrued payroll and payroll taxes         $  993,315        $   622,107
  Accrued expenses                           1,917,053            680,222
  Accrued interest                             415,482            315,819
                                            ----------        -----------
  Total                                     $3,325,850        $ 1,618,148
                                            ==========        ===========

                                      F-13

<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003

NOTE E - NOTES PAYABLE

Notes payable at March 31, 2004 and 2003 are as follows:

<TABLE>
<CAPTION>
                                                                                     2004               2003
                                                                                     ----               ----
<S>                                                                                 <C>               <C>
     Series of advances unsecured and payable on demand to Company officer,
     accrues interest at 10% per annum compounded daily, (see
     Note M)                                                                        $ 66,826          $ 43,326

     Series of advances unsecured and payable on demand to Company board
     member and shareholder, accrues interest at 10% per annum
     compounded daily, (see Note M)                                                  180,691           180,691
     Series of advances unsecured and payable on demand to Company
     shareholder, accrues interest at 10% per annum, (see Note M)                     36,321            36,321
     Unsecured note payable on demand to Company shareholder, accrues
     interest at 10% per annum, (see Note M)                                          10,000            10,000
     Unsecured note payable on demand to Company shareholder, accrues
     interest at 10% per annum, (see Note M)                                          10,000            10,000
     Unsecured note payable on demand to Company shareholder, accrues
     interest at 10% per annum, (see Note M)                                          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 to Company shareholder, accrues
     interest at 10% per annum (see Note M)                                            7,200                 -
     Unsecured note payable accrues interest at 12% per annum, maturity
     date is November 12, 2004                                                        30,000
                                                                                   ---------         ---------
                                                                                                             -
     Total                                                                         $ 391,538         $ 330,838
     Less: current portion                                                          (391,538)         (330,838)
                                                                                   ---------         ---------
                                                                                   $      --         $      --
                                                                                   =========         =========
</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, 2004 and 2003, the Company has issued and
outstanding 20,356,771 and 20,194,269 shares of common stock, respectively.

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

During the year ended March 31, 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 accrued
payable for services provided to the Company. The Company valued the shares
issued at $1,567,204, 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
$480,676, 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.

                                      F-14

<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003

NOTE F - CAPITAL STOCK (CONTINUED)

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 H). 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 G).

During the year ended March 31, 2004, the Company issued an aggregate of 150,502
shares of the Company's common stock to Company's officers in exchange for
services provided to the Company. The Company valued the shares issued at
$301,004, which approximated the fair value of the shares issued during the
period the services were rendered. Compensation costs charged to income during
the year ended March 31, 2004 were $301,004. Additionally, the Company issued an
aggregate of 12,000 shares of its common stock to sophisticated investors in
exchange for $12,000, net of costs and fees, in connection with the Company's
private placement.

NOTE G - STOCK OPTIONS AND WARRANTS

Options
-------

The following table summarizes the changes in options outstanding and the
related prices for the shares of the Company's common stock issued to
shareholders and employees at March 31, 2004.

<TABLE>
<CAPTION>
                     Options Outstanding                                  Options Exercisable
                     -------------------                                  -------------------
                                         Weighted Average
                                             Remaining
                                         Contractual Life
                            Number            (Years)          Number Exercisable      Weighted Average
   Exercise prices:       Outstanding         -------          ------------------       Exercise Price
   ----------------       -----------                                                   --------------
              <S>          <C>                   <C>                <C>                       <C>
              $1.00        2,782,008             5.73               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, 2002      2,782,008      $1.00
                                      =========      =====
   Granted                                   --         --
   Exercised                                 --         --
   Cancelled or Expired                      --         --
                                      ---------      -----
   Outstanding at March 31, 2003      2,782,008      $1.00
                                      =========      =====
   Granted                                   --         --
   Exercised                                 --         --
   Cancelled or Expired                      --         --
                                      ---------      -----

   Outstanding at March 31, 2004      2,782,008      $1.00
                                      =========      =====

The Company did not grant any stock options to shareholders or employee during
the year ended March 31, 2004 and 2003. All stock options were vested in prior
years at the time of issuance and thus none was charged to operations for the
years ended March 31, 2004 and 2003. 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 $(3,067,664)
and $(0.15) for the year ended March 31, 2004 and $(1,431,508) and $(0.07) for
the year ended March 31, 2003.

                                      F-15

<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003

NOTE G - 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, 2004.

<TABLE>
<CAPTION>
                     Warrants Outstanding                                 Warrants Exercisable
                     -------------------                                  -------------------
                                         Weighted Average
                                             Remaining
                                         Contractual Life
                            Number            (Years)          Number Exercisable      Weighted Average
   Exercise prices:       Outstanding         -------          ------------------       Exercise Price
   ----------------       -----------                                                   --------------
              <S>          <C>                   <C>                <C>                       <C>
              $1.00        1,210,902             2.52               1,210,902                 $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, 2002      1,064,700       $1.00
                                      =========       =====
   Granted                              690,602        1.00
   Exercised                                 --          --
   Cancelled or Expired                      --          --
                                     ----------       -----
   Outstanding at March 31, 2003      1,755,302       $1.00
                                     ==========       =====
   Granted                              327,200        1.00
   Exercised                                 --          --
   Cancelled or Expired                (871,600)       1.00
                                     ----------       -----
   Outstanding at March 31, 2004      1,210,902       $1.00
                                     ==========       =====

The Company did not grant any compensatory warrants to shareholders, consultants
or employees during the year ended March 31, 2004. All warrants granted during
the year ended March 31, 2004 were in connection with the acquisition of JST
(Note B). Additionally, all warrants are fully vested at the time of issuance.
The estimated value of the warrants granted to shareholders and employees during
the year ended March 31, 2003 was determined using the Black-Scholes option
pricing model and the following assumptions: expected term of 4 years, a risk
free interest rate of 1.74%, a dividend yield of 0% and volatility of 0%. The
amount of the expense charged to operations in connection with granting the
warrants was $22,813 during the year ended March 31, 2003 (Note F).

NOTE H - 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, 2004 AND 2003

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, 2004, the Company has available for federal income tax purposes a
net operating loss carryforward of approximately $16,000,000, expiring the year
2024, 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, 2004 are as follows:

                Non current:
                Net operating loss carryforward                   $ 5,530,000
                Valuation allowance                                (5,530,000)
                                                                  -----------
                Net deferred tax asset                            $        --
                                                                  ===========

NOTE J - LOSSES PER COMMON SHARE

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

                                                   2004               2003
                                                   ----               ----
Net loss available for common shareholders     $(3,067,664)       $(1,431,508)
                                               ===========        ===========
Basic and fully diluted loss per share         $     (0.15)       $   (0.07)
                                               ===========        ===========
Weighted average common shares outstanding      20,318,519         19,287,786
                                               ===========        ===========

NOTE K - COMMITMENTS AND CONTINGENCIES

Lease Commitments
-----------------

The Company leases office space in Ellicott City, Maryland on a month to month
basis until December 2003. The Company entered into a five-year lease agreement
to lease office and distribution space for its corporate offices in Columbia,
Maryland, commencing January 2004. Commitments for minimum rentals under
non-cancelable leases at March 31, 2004 are as follows:

                          2004                  $ 61,362
                          2005                    86,229
                          2006                    90,651
                          2007                    95,073
                          2008                    99,495
                                               ---------
                                               $ 432,810

The Company also leases an office in Irvine, California on a month to month
basis. Total rental expenses charged to operations for the years ended March 31,
2004 and 2003 are $32,024 and $40,298, respectively.

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 $2,809 and $9,635 for the years ended March 31, 2004 and
2003, respectively.

                                      F-17

<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003

NOTE K - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Sales Agreement
---------------

On June 14, 2000, the Company signed a sales agreement with Japan Radio Company,
Ltd. ("JRC") to provide the Model No. 4000C chip with the Company's Lincompex
software over a period of 13 years. JRC ordered the initial 2000 chips and
pre-paid $200,000 to the Company for these chips. As of March 31, 2004 and 2003,
the chips have not been delivered to JRC and thus, revenue has been deferred.

License Agreement
-----------------

The Company entered into a Strategic Relationship and License Agreement with The
Johns Hopkins University acting through its Applied Physics Laboratory
("JHU/APL") on September 21, 2001. The Company desires to commercially develop,
manufacture, use and distribute products and processes embodying the JHU/APL
Intellectual Property throughout the world. The Company is required to make a
$2,000 annual payment to JHU/APL. In addition, the Company is required to pay
JHU/APL a cumulative royalty for each licensed product sold or leased at fifty
percent of all sublicense revenues received by the Company. As of March 31, 2004
and 2003, the Company has not received any sublicense revenues.

Employment Agreements
---------------------

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

Pursuant to the employment agreement the Company entered into with its Executive
Vice-President ("Employee") in December 2003, Employee shall be eligible to
receive warrants to purchase 336,400 shares of the Company's common stock. The
warrants shall be issued and become fully vested upon the Company closing its
first contract following the date of the employment agreement that results from
Employee's efforts. Each warrant will entitle Employee to purchase one share of
the Company's common stock at a price of $1.00 per share and the warrants expire
4 years from the vesting date. As of March 31, 2004, the warrants have not been
granted to Employee.

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 L - MAJOR CUSTOMERS

The Company did not generate revenues during the year ended March 31, 2004.
Revenue from one (1) major customer approximated $32,423 or 76% of sales for the
year ended March 31, 2003.

NOTE M - RELATED PARTY TRANSACTIONS

Several shareholders advanced funds to the Company for working capital purposes.
As of March 31, 2004 and 2003, the amount due to the shareholders is $93,521 and
$86,321, respectively. Interest is computed at ten percent per annum. Accrued
and unpaid interest due to the shareholders is $36,769 and $27,837 as of March
31, 2004 and 2003, respectively (see Note E).

                                      F-18

<PAGE>

                              LINK PLUS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003

NOTE M - RELATED PARTY TRANSACTIONS (CONTINUED)

The Company's Chief Executive Officer has advanced funds to the Company for
working capital purposes. As of March 31, 2004 and 2003, the amount due to the
Company's CEO is $66,826 and $43,326, respectively. Interest is compounded daily
at ten percent per annum. No formal repayment terms or arrangements exist (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, 2004 and 2003, 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 $87,149 and $69,080 as of March 31, 2004 and
2003, respectively. No formal repayment terms or arrangements exist (see Note
E).

During the year ended March 31, 2004, one of the Company's officers advanced
funds to the Company for working capital purpose, and the amounts owed the
officer is $664 at March 31, 2004. No formal repayment terms or arrangements
exist.

NOTE N - GOING CONCERN MATTERS

As reflected in the accompanying consolidated financial statements, the Company
incurred net losses of $3,067,664 and $1,431,508 for the year ended March 31,
2004 and 2003, respectively, and has an accumulated deficit of $16,059,997 as of
March 31, 2004. 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-19