UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

                                   (Mark one)

[X]  Annual Report Under Section 13 or 15(d) of the  Securities  Exchange Act of
     1934

     For the fiscal year ended December 31, 2002

[]   Transition Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

        For the transition period from _______________ to ______________


                           Commission File No. 0-50044
                                               -------

                                BSP ONELINK, INC
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                                    DELAWARE
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)


                                   43-1941213
                     ---------------------------------------
                     (I.R.S. Employer Identification Number)


                                One Market Plaza
                             Spear Tower, 36th Floor
                             San Francisco, CA 94105
                                 (415) 293-8277
          -------------------------------------------------------------
          (Address and telephone number of principal executive offices)


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

Securities  registered  under Section 12 (g) of the Exchange Act:  Common stock,
par value $0.001

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

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

The issuer had no revenues for its most recent fiscal year.

The  aggregate  market value of the common stock held by  non-affiliates  of the
issuer as of March 31, 2003 was $34,085,209.

The number of  registrant's  shares of common stock  outstanding as of March 31,
2003 was 17,545,489.

Transitional Small Business Disclosure Format (check one):   [ ] Yes    [X] No

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  registrant's  proxy  statement  expected to be filed within 120
days of the  close  of the  registrant's  fiscal  year in  connection  with  the
registrant's  annual meeting of shareholders  are incorporated by reference into
portions of Part III of this Form 10-KSB.

<PAGE>

                                TABLE OF CONTENTS



Part I

Item 1.     Description of Business.
Item 2.     Description of Properties.
Item 3.     Legal Proceedings.
Item 4.     Submission of Matters to a Vote of Security Holders.

Part II

Item 5.     Market for Common Equity and Related Stockholder Matters.
Item 6.     Management's Discussion and Analysis or Plan of Operation.
Item 7.     Financial Statements.
Item 8.     Changes in and Disagreements with Accountants on Accounting
                and Financial Disclosure.

Part III

Item 9.     Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the
                Exchange Act.
Item 10.    Executive Compensation.
Item 11.    Security Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters.
Item 12.    Certain Relationships and Related Transactions.


Item 13.    Exhibits, Financial Statement Schedules, and Reports
                on Form 8-K.
Item 14.    Controls and Procedures.

Signatures

                                        i
<PAGE>

                                     PART 1

ITEM 1. DESCRIPTION OF BUSINESS.

Overview

BSP ONElink,  Inc.  ("we") was  organized in Delaware on September 7, 2001 under
the name National Pizza Corporation. We did not conduct any business as National
Pizza  Corporation.  On  September  10, 2002 we changed our name to BSP ONElink,
Inc.

On  September  12,  2002,  we closed an  Acquisition  Agreement by and among FS2
Limited,  a  company  registered  in  England  and  Wales  ("FS2"),  all  of the
shareholders  of FS2 and Nichols & Co.,  Inc. As a result,  we acquired  100% of
FS2, and FS2 is a wholly-owned  subsidiary of BSP ONElink, Inc.. The transaction
has been  accounted  for as a reverse  takeover.  Unless  the  context  requires
otherwise, all references to we or us include BSP ONElink, Inc. and FS2 Limited.

During 2002, we were developing our distribution and settlement  service for the
international  travel and tourism  industry.  In November  2002, we launched the
service at the World Travel Market and in the same month  conducted a successful
test pilot of our system in Ireland. We plan to launch the product operationally
and to begin  implementing our service on a limited basis during the latter part
of 2003.

Our corporate headquarters office is located in San Francisco,  California,  and
our  operations  are located in the United  Kingdom.  Our web site is located at
www.bsponelink.com.

Description of our Business

We are developing  BSP ONElink,  an on-line  global  distribution  system for an
international range of travel and tourism products. Our system is being designed
to use the  unique  benefit  of  integrated  financial  settlement  through  the
International Air Transport  Association's Billing and Settlement Plan (BSP) and
its  new  web-based  service--BSPlink.  BSP  ONElink,  Inc,  is a  separate  and
independent  enterprise from the International Air Transport Association (IATA),
and integration of the BSP ONElink system with IATA's BSP and BSPlink is subject
to a contractual license.

Our service is  scheduled  to be  launched  in 2003.  Our service is intended to
offer travel agents an extended  range of bookable and  commissionable  products
and services  coupled with the  expectation  that payments to suppliers  will be
handled  easily and with no extra  effort.  Our goal is to provide for the first
time to the travel and tourism  industry the same  integrated  distribution  and
settlement  service that the  airlines  enjoy today.  For travel  suppliers  BSP
ONElink is expected to open up a new channel of distribution by providing access
to  over  55,000  International  Air  Transport  Association  (IATA)  accredited
agencies with the ability to be paid  electronically in the country and currency
of choice through IATA's financial settlement systems.

The Opportunity

The world's airlines today have a successful and cost effective global financial
settlement  system  known as the Billing  and  Settlement  Plan (BSP),  which is
operated  by IATA.  BSP  operates in 146  countries,  not  including  the United
States,  for airline travel  transactions  only.  Previously,  no such system or
service has been available for the suppliers of non-air travel  services such as
car rental, rail operators,  hotels,  cruise lines,  ferries,  travel insurance,
events,  and ground and tour operators.  Our purpose is to provide travel agents
and travel  suppliers of these  products and services with the benefits from the
same kind of settlement services currently available to the airline industry.

There are many systems that provide travel distribution and inventory management
on behalf of travel  suppliers  selling  with and through  travel  agents.  Some
travel  systems are  capable of issuing  tickets and  vouchers.  A few  services
provide funds  collection and settlement  between travel suppliers and agents or
pay travel agents  commissions on behalf of travel vendors.  However,  there are
very few  services  that can  provide  travel  vendors  and agents a system that
integrates both distribution and settlement in one seamless service, and none on
a global scale.

                                        1
<PAGE>

Market Analysis

Industry estimates put the value of the global travel and tourism market at over
$4.0 trillion in 2003.  Even taking into account  recent  events,  the long-term
growth rate is still  estimated to be over 4% per annum.  The U.S. tops the list
of top  international  tourism spending  countries with a market share of 12.7%,
with the rest of the  world  representing  the  remaining  87.3%.  Of the top 15
international  tourism  spending  countries  in 2001,  nine are in  Europe  with
Germany and the UK ranked two and three behind the U.S.  (source:  World Tourism
Organisation).

Currently there are over 55,000 IATA accredited travel agencies connected to the
IATA BSP systems operating in 146 countries. These agencies use the IATA systems
on a daily basis and it is expected  will now have  access to BSP  ONElink.  Our
plan is to offer our service to these IATA  agencies as well as to an  estimated
additional  45,000 non-U.S.  based travel agencies that currently do not hold an
IATA appointment.

In 2001 IATA invested heavily in developing a user-friendly  web-based front end
for the BSP called  BSPlink to provide an e-commerce  interface  between  travel
agents and  airlines.  Travel  agents are  therefore  expected  to be  accessing
BSPlink everyday to conduct their airline business.  The service was launched in
March 2001 and BSPlink is expected to be deployed in all 68 IATA  operations  by
the end of second  quarter  2003.  BSP ONElink is expected to be offered free to
IATA agents as an extension of BSPlink.

Background

The  International  Air  Transport  Association  has for many  years  provided a
globally  recognized   fulfilment   service--the  Billing  and  Settlement  Plan
(BSP)--to its core airline  members and  accredited  travel agents in the travel
industry  (excluding the U.S.).  IATA and its member airlines have invested over
$100 million in building the systems services and infrastructure for this global
system that has been used exclusively to settle airline ticket sales worldwide.

In 2002, IATA was operating the BSP out of 68 offices around the world providing
its airline focused financial settlement services in 146 countries.  In 2001 the
IATA BSP processed 300 million  transactions  on behalf of 400 airline and other
travel industry  suppliers,  providing a settlement service for over 55,000 IATA
accredited  travel  agencies.  Gross  sales  processed  through  the BSP in 2001
amounted to $125  billion.  Projections  for 2002  indicated  a small  growth in
transaction  volumes  over 2001.  These IATA systems use an  integrated  network
through contracted suppliers that provides:

     o    Global ticket purchasing

     o    Supply chain management

     o    Data processing

     o    Banking and treasury management.

IATA has for the past four years also invested heavily in a major transformation
project to re-engineer the IATA Settlement Systems,  with the major focus on its
BSP. An objective of the overall  re-engineering and transformation  strategy is
the  diversification  of its settlement  systems  business,  thereby realizing a
significant   opportunity  to  develop  non-core   (airline)   distribution  and
fulfilment services.

Early in 2001 the first phase of a new web-based BSP was launched. BSPlink is an
innovative,  internet-based  system to  facilitate  interaction  and exchange of
information  between all  participants in the Billing and Settlement Plan (BSP).
This  electronic  system is one of the key  elements  of the overall BSP process
re-engineering  program  that is  expected  to  progressively  eliminate  costly
paper-based  processes.  By the  end  of  2003  it is  expected  to be  deployed
worldwide in all travel  agent,  airline,  and BSP offices.  In short,  each and
every one of the 55,000 IATA agencies  could be accessing and using BSPlink over
the Internet to transact their airline sales and settlement.  This is the access
channel for BSP ONElink.

                                        2
<PAGE>

A study  was  commissioned  by IATA to  validate  and  size the  opportunity  of
enhancing the new BSPlink to provide  connectivity and additional  functionality
to the travel and tourism  industry beyond the airline sector and into all other
segments  of travel  and  tourism.  Preliminary  results  showed  that there was
considerable  potential  for  offering  the travel and  tourism  industry a full
"surf,  look,  book"  service  directly  connected  to an  industry  fulfillment
service.  In 2001, IATA  commissioned  further research and the development of a
full business case,  which concluded that a new service,  BSP ONElink,  built on
the  backbone of BSPlink,  could be  launched  during a 12-month  time frame and
become profitable within 24 months.

The BSP ONElink Business

Our BSP  ONElink  solution  is being  developed  to provide  non-airline  travel
suppliers  with a  connection  to travel  agents  worldwide  via the BSP ONElink
connection  to their  host  reservation  systems  and to travel  agents  via the
Internet,  and proprietary  networks around the world. We expect to use the IATA
transaction  processing and financial  systems to compute and effect payments to
non-airline  suppliers and travel  agents in local  currencies in as many as 146
countries.

Our revenue is expected to be generated as a fee from travel  agencies  from the
transaction  of sales and payment for  non-airline  travel  products  across the
network. Recruitment of travel suppliers is expected to be achieved by our sales
and marketing organization, and through operative arrangements with local travel
and tourism organizations.  IATA's field sales and customer service organization
is expected to assist our sales and marketing organization in the recruitment of
local travel agency members.

With  connections to key travel  industry  reservation  systems and  proprietary
distribution  networks,  we expect to "link"  non-airline travel suppliers large
and small to the  established  IATA BSP system that today serves the airline and
associate   company   members  around  the  world  with  financial   settlement,
fulfillment  and  management  information.  With  connections  to travel  agents
through IATA's online  Internet based BSPlink  financial  service,  we expect to
also deliver to these  non-airline  travel  suppliers a channel of  distribution
previously  out of  reach  except  by  phone,  fax,  and  mail.  For  the  large
non-airline  travel  suppliers  who already  sell  through the  existing  Global
Distribution Systems, such as Sabre, Galileo,  Amadeus and Worldspan,  we expect
to facilitate improved  customer  service, and cost savings  through access to a
global financial payment service.

With BSP ONElink,  the current IATA accredited travel agencies  connected to BSP
worldwide are expected to be able to receive  commission  payments from sales of
non-airline travel products via a proven industry  commission payment process in
their local  currency.  These  products  and  services  are planned to be booked
through their current  web-enabled Global Distribution System (GDS) terminals or
via PCs, the  Internet,  and a web  browser.  The service is expected to also be
offered  to an  estimated  45,000  significant  leisure  based  travel  agencies
worldwide that are not IATA certified  agencies.  These agencies are outside the
U.S.,  and  would  only  be  connected  to BSP  ONElink  via  the  Internet  and
proprietary network links.

We plan to  increase  the number and  quality of online  bookings  by the travel
agent  community by providing  access to a proven  industry  commission  payment
process.  In  addition,  we expect that  non-GDS  travel  agents,  using the BSP
ONElink connections to their proprietary and Internet-enabled  systems,  will be
able to electronically  book leisure travel products and receive commission from
a proven industry commission payment process for the first time.

The Benefits to the Industry

We believe the benefits to travel  suppliers  and travel  agents from use of our
service will be substantial. Travel suppliers should achieve the benefits of:

                                        3
<PAGE>

     o    Greater customer  satisfaction through improved quality of transaction
          handling

     o    Increased  sales  through a value added  connection  to travel  agents
          worldwide

     o    New methods to sell existing products

     o    Reduced costs of completed bookings

     o    Improved cash flow through electronic payment

     o    Reduced costs of receiving payment in local currency.

Travel agents should achieve the benefits of:

     o    Access to a supply of higher margin travel products

     o    Improved profits through commission payments in local currency

     o    Reduced administration and back office costs

     o    Increased supply and type of travel product to sell

     o    Improved cash flow through electronic payment

     o    Greater  staff   productivity  and  lower  transaction  costs  through
          electronic booking.

Competition

In  certain  market  segments  and   geographical   areas  there  are  competing
operations,  typically  providing  only  distribution  or  settlement  services.
However,  no company  currently  offers  these  services on a global  basis.  We
believe  that the entry  cost for  another  venture  to come into the market and
compete  globally  would be high  without  access to IATA's  established  global
systems  and  banking  infrastructure.  Nonetheless,  due  to an  absence  of an
operating history, we could be considered to be at a competitive disadvantage.

Vision

To be  the  leading  global  e-commerce  travel  and  tourism  distribution  and
settlement services provider for non-airline travel services and products.

Mission

To provide the travel and tourism  industry  with a new channel of  distribution
that  offers an  end-to-end  service  from  product  display  and  inventory  to
financial settlement and fulfillment for  non-airline  travel vendors and travel
agents.

Strategic Overview

Our business  strategy is focused on driving early market  advantage into a long
term,  sustainable market share by leveraging technology and network partners to
accelerate access to suppliers and travel agents. The focus is expected to be on
a  product   offering  that  integrates  the   requirements  of  travel  product
distribution with those of financial settlement.  There are many companies today
that provide travel industry  distribution and inventory  management.  There are
companies that separately provide the various components of financial settlement
between  the  travel  vendor  and  travel  agents.  However,  there are very few
operations that offer both distribution and settlement as one integrated service
and none today that can lay claim to providing this on a global basis.

The development and implementation strategy focuses on three key elements:

     o    Bringing  together  a group of  already  successful  enterprises  that
          provide systems and services to the travel and tourism industry

                                        4
<PAGE>

     o    Integrating existing systems and services that are operating to form a
          complete end to end distribution and settlement service

     o    Utilizing proven e-commerce technology



Development Plan

We expect to begin  implementing  our service on a limited basis during  quarter
three of 2003, although that is dependent on funding being available to complete
the  enhancements  to the  pilot  system  tested  in  late  2002.  Our  software
development  suppliers are designing  interfaces and links to various systems so
that the integrated  distribution  and settlement  service of BSP ONElink can be
offered.

Each of our suppliers is addressing specific areas of the development work. Webb
& Flo is developing the portal that provides a link between the travel agent and
BSP ONElink as well as to suppliers to upload descriptions of their products and
services into the Travel Directory.  This also includes a search engine.  Within
the portal,  there are links to the BSP ONElink hub, being  developed by another
supplier,  Videcom  International.  The hub provides the interface to the portal
and then to the various IATA  systems  that are  required to collect  funds from
agents as well as to pay suppliers.  The hub development  also contains  various
management and control software that we need to operate our business. Videcom is
also  developing  the vendor links which  interface  BSP ONElink with the travel
suppliers systems,  and also to Videcom's  proprietary software for rail travel.
Our third software development partner, Thermeon Corporation,  is developing the
software  for CARlink  for the  interfaces  between  the car rental  reservation
system and BSP ONElink.

Once the development work is complete, our initial service is expected to target
selected  travel  agents in  Ireland  and the  United  Kingdom  who will use BSP
ONElink  for  their  clients.  Following  further  testing  of BSP  ONElink  the
operational launch is expected to commence with car rental, followed by rail and
accommodation products. In the interim, we intend to recruit further car rental,
accommodation  and rail  suppliers  onto the system to provide wider content for
the service.  Later in 2003, we intend to begin serving  travel agents and other
customers throughout Europe. We also expect to have substantially  completed the
testing  of the  technical  infrastructure  at  each  of the  eight  major  data
processing  suppliers  across the world to ensure that BSP ONElink can be rolled
out to all countries  covered by the  International  Air  Transport  Association
through 2004 and 2005.

Operating Agreement with IATA

Our travel and tourism  distribution  and  settlement  services will be provided
pursuant to our operating  agreement with IATA. IATA is the trade association of
the  world's  airlines.  Included  in the  services  that IATA  provides  is the
facilitation  of  transactions  between  various  entities in the air transport,
travel and tourism  industry.  IATA has agreed to collaborate with us to provide
the  settlement  systems  necessary  for us to develop  and market  booking  and
settlement  services in the travel and tourism  industry and to license the IATA
brand and logo in marketing our services.

                                        5
<PAGE>

Under our agreement, IATA will provide access to its industry settlement system,
including  billing  and  settlement  plans,  and assist  with  marketing  of our
services by actively  endorsing  and  promoting  the service  within IATA and by
actively  recommending  our  service to travel  agencies.  We have agreed to use
exclusively  the IATA  settlement  system for the  settlement  component  of our
services.  IATA will receive transaction fees for the services it provides to us
and license  fees for the use of the IATA brand and logo and in  recognition  of
the value of the IATA investment in software and other facilities.  License fees
are  payable  based  upon  a  percentage  of our  revenues.

Under our  agreement,  we are  obligated  to perform our  services in a skillful
manner, including using suitable suppliers, personnel, facilities and equipment.

IATA has the  right to  designate  a  representative  to serve on our  operating
subsidiary's  board of directors.  IATA has designated Graeme Pearce to serve on
the board,  and Mr.  Pearce has been  elected  to the board.  Mr.  Pearce is the
Director,  Operations-Industry  Distribution & Financial  Services,  of IATA. If
IATA's  nominee  is  removed  from  office,  IATA may  terminate  the  operating
agreement.  IATA may also  terminate  the  agreement  if we are unable to obtain
financing of a minimum of $7 million.  At December 31, 2002 we had achieved over
$3.5 million in financing.  Due to the difficult  climate for fundraising,  IATA
has agreed to extend the period of time for us to obtain the  minimum  financing
and to review our  progress on June 14, 2003.  The term of the  agreement is ten
years, but may be extended by us for an additional ten years if we complied with
our obligations under the agreement.  The agreement may be earlier terminated by
either of us if the other has committed a material breach.

Under the current  agreement with IATA,  IATA has the right to receive an option
to acquire 35% of our initial authorized capital at a nominal price. IATA and we
have orally  agreed to remove this  provision,  and to increase  IATA's fees. We
have been  informed by IATA that formal  approval by IATA of an amendment to our
agreement regarding this change will be forthcoming in the near future.

Employees

We have no employees. All personnel have been contracted to us under consultancy
agreements, including the directors and executive officers.

Risk Factors

You should consider  carefully the risks described below before investing in our
securities.  The risks  described  below are not the only ones  facing  us.  Our
proposed  business  will also be  subject to the risks  that  affect  many other
companies,  such as technological  obsolescence,  general  economic  conditions,
geopolitical  changes  and  international   operations.   Additional  risks  not
currently  known to us or that we  currently  believe  are  immaterial  also may
impair our business operations and our liquidity.

We are a development stage company with limited operating history with which new
investors can evaluate our business
--------------------------------------------------------------------------------

Our operations have consisted of formulating  our business plan,  developing our
product  offering,  and  entering  into an  agreement  with  IATA.  Our  limited
operating  history makes predicting our future operating results  difficult.  We
have had expressions of interest from travel  suppliers to use BSP ONElink,  but
we have not signed operating contracts with any of them. Although we have tested
our system, we have not provided integrated distribution and automated financial
settlement  services  for the travel and  tourism  industry.  Companies  without
material  revenues are subject to a  substantially  greater number of risks than
companies that have demonstrated an ability to market their products or services
and generate  material sales from these products or services.  In addition,  our
prospects must be considered in light of the risks and uncertainties encountered
by  companies  in the early stages of  development  in new and rapidly  evolving
markets. These risks include our ability to:

     o    Acquire and retain travel suppliers;

     o    Interest travel agents in our services;

     o    Add new content;

     o    Extend existing and develop new strategic partner relationships;

     o    Access additional capital when required;

     o    Attract and retain key personnel.

                                        6
<PAGE>

Our business strategy may not be successful and we may not successfully  address
these and  other  risks  and  uncertainties  related  to our  limited  operating
history.

We need additional  immediate,  substantial  financing to implement our business
plan
--------------------------------------------------------------------------------

We will need to raise  promptly  additional  capital to  implement  our business
plan.  Our plan to achieve  revenues and profits is based on our  agreement  and
relationship  with  IATA.  Our  agreement  with  IATA is  conditioned  upon  our
obtaining a minimum of $7 million in financing.  The deadline is currently  June
14,  2003.  If we do not  obtain  the  financing  by that date and IATA does not
extend  the  deadline,  then  IATA  could  regard  us as being in  breach of the
agreement.  We have  engaged  an  investment  banking  firm to assist us in this
endeavour.  However, no assurance can be given that our fundraising efforts will
be  successful.  If we are unable to  obtaining  additional  financing,  we will
likely  not be able to  continue  in  business  and  investors  may  lose  their
investment.

Our  product  may fail to deliver  the  benefits  that we  believe  will make it
special
--------------------------------------------------------------------------------

We believe  the  special  benefit of BSP  ONElink  is its  integrated  financial
settlement  using IATA's Billing and Settlement Plan (BSP) and its new web-based
service--BSPlink.  However,  there are many other channels for travel  suppliers
and travel  agents to use.  We may find our  product  has a lack of  substantial
market  acceptance.  The proposed marketing of our product has inherent risks as
it is a new and untried product.  Although IATA has agreed to provide  marketing
and operating assistance, we have not defined the scope of that assistance. . We
cannot  accurately  predict the  acceptance  of the product or the time frame in
which any sales will be made.  We have  surveyed the market to get an indication
of the potential, but actual results are unpredictable.

We may fail to sign up  sufficient  travel  supplier  content to attract  travel
agents to use the system
--------------------------------------------------------------------------------

We believe our service will be successful  when there is  sufficient  content on
the system to attract  agents to use BSP ONElink on a regular  basis.  If we are
not  successful  in  signing  up travel  supplier  content,  then it may be more
difficult to attract travel agents to use the system on a regular basis.

We expect continued losses until our business plan has been implemented
--------------------------------------------------------------------------------

As we have not obtained any revenues,  we have incurred losses from  operations.
Substantial  funding has been,  and will be,  required  for  development  of our
system, and it can be expected that losses will continue through the development
stage. It is unlikely that we would be profitable until 2004 at the earliest. We
need to develop  and  implement  a marketing  and  promotional  plan in order to
develop a market for our products and to expend substantial resources on systems
enhancement and development.  We will also need to pay transaction fees and make
license and other payments to IATA and other vendors.  Due to these factors,  it
is currently unknown when we will be profitable.

The travel and tourism industry is highly competitive
--------------------------------------------------------------------------------

Our operations will be conducted in a highly competitive industry and we will be
a new entrant in an industry with many established  companies.  Accordingly,  we
could  be  considered  to be at a  competitive  disadvantage.  Although  we  are
recently  organized,  we have the  benefit  of use of the  established  IATA BSP
system  and  web-based  service.  We are not aware of any other  companies  that
currently  offer  distribution  and  settlement  services on a global basis.  We
believe  that the entry  costs for  another  venture to come into the market and
compete  globally  would be high  without  access to IATA's  established  global
system and banking infrastructures.  Should other vendors be able to gain access
to the IATA BSP system, our competitive strengths could be jeopardized.

If we are successful in obtaining  additional equity financing,  we will need to
issue a  substantial  number  of shares of common  stock  which  will  result in
substantial dilution to existing stockholders
--------------------------------------------------------------------------------

                                        7
<PAGE>

We will need to raise  substantial  funding in the near  future to carry out our
business strategy. The price at which we will offer our common stock will depend
on many  factors,  including  the trading  price of our common  stock on the OTC
Bulletin Board, whether any delays are encountered in finalizing  development of
our system, initial market acceptance of our system, general economic and market
conditions and many other factors that may be beyond our control.  In any event,
it may be expected that we will need to issue a substantial  number of shares of
our  common  stock in  connection  with any  financing,  the effect of which may
result in a substantial dilution of the percentage ownership of our common stock
by existing stockholders.

We will be subject to certain risks associated with international operations
--------------------------------------------------------------------------------

Our operations will occur primarily  outside of the United States.  Thus we face
the risks inherent in international operations,  including political unrest, war
or other  hostilities,  conflicting and changing laws and regulations,  currency
fluctuations, taxation, withholding requirements, the imposition of tariffs, and
exchange controls or other  restrictions.  If we do not effectively manage these
risks associated with our foreign operations, our business may suffer.

There may be  political  and economic  threats to the global  travel and tourism
market
--------------------------------------------------------------------------------

The global  travel  and  tourism  market is  influenced  to some  degree by both
political and economic events.  If there continues to be global political unrest
and the world's  economies are not robust,  then demand for BSP ONElink services
may suffer.

Computer viruses may cause our system to incur delays or interruptions
--------------------------------------------------------------------------------

Once we implement the service,  computer  viruses may cause our systems to incur
delays or other service interruptions and could damage our reputation and have a
material  adverse  effect on our  business,  financial  condition  and operating
results.  The inadvertent  transmission of computer viruses could expose us to a
material  risk of loss or  litigation  and possible  liability.  Moreover,  if a
computer virus affecting our system is highly  publicized,  our reputation could
be materially damaged and our visitor traffic may decrease.

We  completed  a  reverse  takeover  of a  corporation  which had  conducted  no
operations
--------------------------------------------------------------------------------

In September 2002, we completed a reverse takeover of a company previously known
as  National  Pizza  Corporation.  None of the  persons  previously  involved in
management  of that entity are currently  associated  with us. In March 2003, we
received a letter from the SEC asking us to  voluntarily  provide  documents  in
connection  with the  statements  of National  Pizza  Corporation  regarding its
business plans prior to the reverse takeover. We plan to voluntarily produce the
requested  documents.  We are unaware  whether the  statements  or acts of prior
management could result in other  governmental  inquiries or actions which could
negatively impact us.

Our  charter  documents  and  Delaware  law may  inhibit a takeover or change of
control that stockholders may consider beneficial
--------------------------------------------------------------------------------

Provisions in our Certificate of  Incorporation  may have the effect of delaying
or  preventing  a merger  with or  acquisition  of us,  or  making  a merger  or
acquisition less desirable to a potential acquirer,  even where the stockholders
may consider the acquisition or merger favorable.   These provisions could limit
the price that investors might be willing to pay in the future for shares of our
common stock. These provisions include authorizing the issuance of "blank check"
preferred  stock.  Our  board of  directors  may  issue,  without  a vote of our
stockholders,  one or more series of preferred stock with  preferences and other
rights, including potentially more than one vote per share, as determined by the
Board.

                                        8
<PAGE>

We are also  subject to Section 203 of the  Delaware  General  Corporation  law,
which, subject to exceptions,  prohibits a Delaware corporation from engaging in
any business  combination  with an interested  stockholder for a period of three
years following the date that the stockholder became an interested  stockholder.
The provisions of our  Certificate of  Incorporation,  as well as Section 203 of
the Delaware General  Corporation Law, could  discourage  potential  acquisition
proposals,  delay or  prevent a change of  control  and  prevent  changes in our
management.

Future  sales by existing  stockholders  could  depress the market  price of our
common stock
--------------------------------------------------------------------------------

Sales of a substantial number of shares of our common stock in the public market
by our stockholders could depress the market price of our common stock and could
impair our  ability  to raise  capital  through  the sale of  additional  equity
securities.  As at December 31, 2002, we had  outstanding  16,765,489  shares of
common stock. Of these shares,  14,446,489  constitute  "restricted  securities"
under the  Securities Act of 1933 and may only be publicly sold upon the earlier
of 12 months  following the sale (subject to the  limitations  contained in Rule
144 such as volume and  timing) and the  registration  of such  shares.  We have
agreed to  register  the shares of common  stock sold in the recent  offering of
515,000 shares and  accordingly,  we expect these shares may be publicly sold at
an earlier date.

Investors are not likely to receive dividends in the near future
--------------------------------------------------------------------------------

We have not paid cash dividends on our common stock and do not anticipate paying
cash  dividends  on our common stock in the near future.  The  determination  of
whether to pay  dividends in the future will depend on many  factors,  including
potential  restrictions  in credit or other  agreements,  results of operations,
working  capital needs and growth plans.  Investors who need immediate  dividend
income should refrain from investing in our common stock.

Our existing stockholders control all matters requiring a stockholder vote which
will limit the ability of other  investors to  influence  the outcome of matters
requiring stockholder approval
--------------------------------------------------------------------------------

As at March 31, 2003, our officers,  directors and greater than 5%  stockholders
beneficially own an aggregate of about one-third of our common stock.  Together,
our officers and  directors  have the power to elect our board of directors  and
approve any action  requiring a stockholder  vote,  including  amendments to our
certificate of incorporation  and mergers or sales of  substantially  all of our
assets. The directors they elect will have the authority to make other important
corporate  decisions,  including the  declaration of dividends.  There can be no
assurance  that these  stockholders  will vote their  shares in a manner that is
consistent with the best interests of other investors.

Our common stock may be  classified  as a "penny  stock" under SEC rules and the
market price of our common stock may be highly unstable.
--------------------------------------------------------------------------------

A limited public  trading market exists for our common stock which  commenced in
February  2003. Our common stock is traded on the OTC Bulletin  Board,  which is
not a recognized securities exchange.  Due to our limited history and absence of
revenues,  it would be  extremely  difficult  to predict the market price of our
common  stock,  and whether any  stockholder  would be able to sell their shares
quickly or at an acceptable price if trading in our stock is not active. Because
our stock is not traded on a stock exchange or on the Nasdaq  National Market or
the Nasdaq  Small Cap Market,  if the market  price of our common  stock is less
than $5 per share,  the  common  stock will be  classified  as a "penny  stock."
Except  for  limited  instances,  our common  stock has not traded  above $5 per
share.  SEC  Rule  15g-9  under  the  Securities  Exchange  Act of 1934  imposes
additional  sales practice  requirements  on  broker-dealers  that recommend the
purchase or sale of penny  stocks to persons  other than those who qualify as an
"established   customer"  or  an  "accredited   investor."   This  includes  the
requirement that a broker-dealer  must make a determination  that investments in
penny stocks are suitable for the customer and must make special  disclosures to
the customers  concerning the risks of penny stock. Many broker-dealers  decline
to participate  in penny stock  transactions  because of the extra  requirements
imposed on penny stock transactions. Application of the penny stock rules to our
common stock could adversely affect the market liquidity of the shares, which in
turn may affect the ability of holders of our common  stock to resell the shares
at prices at or above the prices they paid.

                                        9
<PAGE>


ITEM 2. DESCRIPTION OF PROPERTIES.

Our  principal  administrative  facilities  in the United  States of America are
located at One Market Plaza,  Spear Tower,  36th Floor, San Francisco,  where we
presently rent serviced office space as required.

In the United  Kingdom we rent office space from one of our  sub-contractors  in
Henley as required.  All other  operations are carried out at the offices of our
contractors for which there has been no charge.

During 2003, we are anticipating  requiring office space for our  administration
and  operations  in the  United  Kingdom  which we  expect  to be  available  on
commercially reasonable terms.


ITEM 3. LEGAL PROCEEDINGS.

We are not a party to any legal proceedings, the adverse outcome of which would,
in  management's  opinion,  have a  material  adverse  effect  on our  business,
financial condition and results of operations.


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

None.


                                    PART II.

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

Market information

Since February 19, 2003 our common stock has been traded on the Over the Counter
Bulletin  Board of the National  Association  of  Securities  Dealers  under the
symbol BSPO.

Common shares

Holders of our common  stock are entitled to one vote for each share held on all
matters  submitted to a vote of stockholders  and do not have cumulative  voting
rights.  Accordingly,  holders of a majority  of the shares of our common  stock
entitled to vote in any  election of  directors  may elect all of the  directors
standing for  election.  Subject to  preferences  that may be  applicable to any
shares of preferred stock  outstanding at the time,  holders of our common stock
are entitled to receive dividends ratably,  if any, as may be declared from time
to time by our board of directors out of funds legally available therefor.

Upon our liquidation, dissolution or winding-up, the holders of our common stock
are entitled to receive ratably, our net assets available after the payment of:

o    all  secured  liabilities,  including  any then  outstanding  secured  debt
     securities which we may have issued as of such time;

o    all unsecured liabilities, including any then unsecured outstanding secured
     debt securities which we may have issued as of such time; and

o    all liquidation preferences on any then outstanding preferred stock.

                                       10
<PAGE>

Holders of our common  stock have no  preemptive,  subscription,  redemption  or
conversion  rights,  and there are no  redemption  or  sinking  fund  provisions
applicable  to the common  stock.  The rights,  preferences  and  privileges  of
holders of common  stock are subject to, and may be  adversely  affected by, the
rights of  holders  of shares of any  series  of  preferred  stock  which we may
designate and issue in future.

Preferred shares

Our board of directors is authorized,  without further stockholder  approval, to
issue up to 5,000,000 shares of preferred stock in one or more series and to fix
the rights, preferences,  privileges and restrictions of these shares, including
dividend  rights,  conversion  rights,  voting  rights,  terms of redemption and
liquidation preferences, and to fix the number of shares constituting any series
and the  designations  of these  series.  These shares have rights senior to our
common stock. The issuance of preferred stock may have the effect of delaying or
preventing  a change of control of us. The  issuance  of  preferred  stock could
decrease the amount of earnings and assets  available  for  distribution  to the
holders  of common  stock or could  adversely  affect  the  rights  and  powers,
including voting rights, of the holders of our common stock. At present, we have
no plans to issue any shares of our preferred stock.

Dividends

We have not paid cash dividends on our common stock and do not anticipate paying
cash  dividends  on our common stock in the near future.  The  determination  of
whether to pay  dividends in the future will depend on many  factors,  including
potential  restrictions  in credit or other  agreements,  results of operations,
working  capital needs and growth plans.  Investors who need immediate  dividend
income should refrain from investing in our common stock.

Recent sales of unregistered securities

During the fourth  quarter of the fiscal year ended December 31, 2002, we issued
shares of our common stock to the following  individuals and corporations  which
were not covered by an effective  registration  statement  but were exempt under
Section 4(2) of the Securities Act of 1933:


--------------------------------------------------------------------------------
                                                     Number
Date                 Name                           of shares     Consideration
--------------------------------------------------------------------------------
December 24, 2002    Avalon Investments(BVI) Ltd        278,305   Conversion
                                                                  of a Loan

--------------------------------------------------------------------------------
December 24, 2002    Investors SA                       139,152   Conversion
                                                                  of a Loan
--------------------------------------------------------------------------------
December 24, 2002    Gary Stimson                        74,228   Conversion
                                                                  of a Loan
--------------------------------------------------------------------------------
December 24, 2002    DQZONS Limited                      30,000   Cash
--------------------------------------------------------------------------------
December 24, 2002    Nichols & Company,                 500,000   Services
                     LLC                                          provided
--------------------------------------------------------------------------------
December 24, 2002    Nichols & Company, LLC             550,000   Conversion
                                                                  of payables
--------------------------------------------------------------------------------
December 24, 2002    Slater Ellison Limited             543,204   Conversion
                                                                  of payables
--------------------------------------------------------------------------------
December 31, 2002    Alex Aal                            10,000   Cash
--------------------------------------------------------------------------------
December 31, 2002    Forman Family LP                    20,000   Cash
--------------------------------------------------------------------------------
December 31, 2002    Tasha Kalhorn                       30,000   Cash
--------------------------------------------------------------------------------
December 31, 2002    Michael Moss                        10,000   Cash
--------------------------------------------------------------------------------
December 31, 2002    Larry Shriber                       25,000   Cash
--------------------------------------------------------------------------------
December 31, 2002    Maurice Stone                       25,000   Cash
--------------------------------------------------------------------------------
December 31, 2002    Royce Vassi                          5,000   Cash
--------------------------------------------------------------------------------
December 31, 2002    Stan and Toby Arenberg Trust        10,000   Cash
--------------------------------------------------------------------------------
December 31, 2002    Sol Gerber                          25,000   Cash
--------------------------------------------------------------------------------
December 31, 2002    Flavian Mueller                     20,000   Cash
--------------------------------------------------------------------------------
December 31, 2002    Jack Pate                           10,000   Cash
--------------------------------------------------------------------------------
December 31, 2002    Pat Ellis Stubbs                     5,000   Cash
--------------------------------------------------------------------------------
December 31, 2002    Seymour Kahn                        25,000   Cash
--------------------------------------------------------------------------------
December 31, 2002    Les M Moss                          15,000   Cash
--------------------------------------------------------------------------------
December 31, 2002    Joshua Shriber                      25,000   Cash
--------------------------------------------------------------------------------

                                       11
<PAGE>

We also issued shares during the third quarter of the fiscal year ended December
31,  2002 as  reported  in the  Report  on Form  10-QSB  for the  quarter  ended
September 30, 2002.

Holders

As of March 31,  2003  there  were  approximately  121  holders of record of our
common stock.


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

The following  discussion  regarding our financial  statements should be read in
conjunction  with  the  financial   statements   (including  the  notes  to  the
Consolidated Financial Statements) included herewith.

Forward-Looking Statements
--------------------------

The statements in this report relating to our expectations  about our launching,
testing and roll out of the BSP ONElink,  when we will breakeven,  the amount of
our needed  capital,  the nature of the securities we will issue and our success
in fundraising, are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Act").  Additionally,  words such
as "expects", "anticipates", "intends", "believes", "will" and similar words are
used to identify forward-looking statements within the meaning of the Act.

The results anticipated by any or all of these forward-looking  statements might
not occur.  Important  factors,  uncertainties  and risks that may cause  actual
results to differ  materially  from  these  forward-looking  statements  include
unanticipated  software  development  problems  and future  market and  economic
conditions.

We  undertake no  obligation  to publicly  update or revise any  forward-looking
statements,  whether  as  the  result  of  new  information,  future  events  or
otherwise.  For  more  information  regarding  some  of the  ongoing  risks  and
uncertainties  of our business,  see our other filings with the  Securities  and
Exchange Commission.

Overview
--------

For accounting purposes, the transaction between BSP ONElink and FS2 Limited has
been  treated  as a reverse  takeover  with BSP  ONElink,  Inc.  treated  as the
acquired  company  and  with  FS2 as the  acquirer,  and  the  reverse  takeover
transaction  is  considered  a  capital   transaction  rather  than  a  business
combination.  The operations of BSP ONElink have been included with those of FS2
from the acquisition date of September 12, 2002.

Critical accounting policies
----------------------------

In December 2001, the Securities and Exchange Commission,  or SEC, required that
all registrants disclose and describe their "critical accounting policies" in MD
& A. The SEC indicated that a "critical  accounting policy" is one which is both
important to the portrayal of the Company's  financial  condition and results of
operations  and requires  management's  most  difficult,  subjective  or complex
judgments,  often as a result of the need to make estimates  about the effect of
matters  that  are  inherently  uncertain.   In  applying  those  policies,  our
management uses its judgment to determine the appropriate assumptions to be used
in the  determination  of certain  estimates.  Those  estimates are based on our
historical experience,  terms of existing contracts, our observance of trends in
the  industry  and  information   available  from  other  outside  sources,   as
appropriate.   We  believe  that  our  following  accounting  policy  fits  this
definition.

                                       12
<PAGE>

Software development costs

Software  development  designed  to  interface  and link the  systems in the BSP
ONElink have been  capitalized  as the software is being  developed for internal
use. In assessing the future operational use of the product management have made
estimations with respect to future revenues and costs and the ongoing  viability
of the  business.  Management  have  determined  that the product will reach the
operational  stage. If the product does not reach the operational stage then the
costs  will  have  to be  written  off  to  the  statement  of  operations.  The
capitalized  costs  will be  amortized  over  the life of the  product  once the
software has become operational and ready for use.

Results of operations  for the year ended December 31, 2002 compared to the year
ended December 2001

We  are  a  development   stage  company   preparing  to  launch  an  integrated
distribution  and  automated  financial  settlement  service  for the travel and
tourism industry known as BSP ONElink.  We commenced our development  activities
in January 2002.  Prior to that date there were no  transactions.  Consequently,
there are no costs or revenues  reported  in respect of the year ended  December
31, 2001.

We have no revenues or profits.  Our operating  expenses were $3,819,483 for the
year ended December 31, 2002. The costs in 2002 related to the reverse  takeover
and the development of BSP ONElink.

Professional  fees were a substantial  cost during the year at  $2,640,588  with
legal  and  support  costs in  relation  to the  reverse  takeover  in excess of
$1,500,000.  These  included  $130,000  for the cost of  warrants  issued to our
professional   advisers  and  $500,000  for  the  cost  of  shares   issued  for
professional  services which have been included at a fair value of $1 per share,
based on  management's  estimate,  together with $550,000 for corporate  finance
fees. The balance of the professional fees are for legal and financial  advisers
involved in the ongoing  support of the business,  including the application for
trading on the OTC Bulletin Board.

Compensation  and  payments  to  consultants  of  $854,126  related to costs for
consultants working on the business  development and project management.  We had
no employees  during the year as all work was  undertaken  under  contracts with
consultants working as sub-contractors. $462,546 was paid to consultants engaged
in the  selling and  marketing  of the BSP ONElink  including  obtaining  travel
supplier  content,  with $391,580 paid to those  engaged in the  management  and
development  of the  business.  During  2003,  if we obtain  the  funding we are
seeking,  we intend to  establish  a program  for the  organization  that  would
convert  these  consultants  to  employees.  We  also  intend  to  establish  an
implementation  team of sales and technical  advisers prior to the launch of the
BSP ONElink in Western Europe which is planned for later in 2003.

Depreciation  and  amortisation of $13,762 relates to computer  equipment bought
during the year at a cost of $41,075.

During the year we expended  $1,763,489  on software  development  costs.  These
costs, which include the external  technical  consultancy time costs specific to
this development,  have been capitalized. We expect to commence amortizing these
costs when the software is operational and ready for use.

Marketing  costs of  $77,556  reflect  the  launching  of the  distribution  and
settlement service at the World Travel Market in London in November 2002.

Travel  costs of $161,090 in total  include the costs of  personnel  involved in
business development,  software development and general management.  Other costs
of $72,361 cover  insurance,  establishment  and office costs of BSP ONElink and
FS2 Ltd.

Loss from operations  arising as a result of the costs of the development of the
business and the reverse was $3,819,483.

Interest  expense  incorporates  the costs of loans of $46,157 together with the
recognition of a beneficial  conversion  feature of $328,766 (see Note 10 to the
financial  statements  included within this filing).  $31,496 of the interest on
loans was converted into shares of common stock when the loans  converted,  with
$14,420  incurred in relation to a convertible  loan outstanding at December 31,
2002 of $336,400 including the interest.

                                       13
<PAGE>

The net loss  attributable  to common  stockholders  resulting  from the factors
described above was $4,194,406 for 2002. The loss for the year is not considered
indicative of any trend as we are still in the development stage. As at December
31, 2002 our accumulated deficit was $4,194,406.

In the year ended December 31, 2002 we incurred  professional fees, totalling in
excess  of  $1,500,000  as a  result  of the  reverse  takeover  consummated  on
September 12, 2002. These costs are non-recurring and $1,336,000 of this sum was
converted  into shares of our common stock on December 24, 2002.  The  principal
other  expenses  related to  consultants  engaged in the sales  development  and
management of the business.

As of December 31, 2002, we had total assets of  $1,974,029  compared to none at
December 31, 2001. Our major asset is software  development costs of $1,763,489.
Of these  costs,  $753,547 had been paid for during 2002 with  $1,009,942  still
outstanding. Of the amount due to the software developers,  $421,000 is deferred
pending  future  funding  being  received  by us.  Whilst the total of  accounts
payable and accrued  expenses of  $2,218,443  includes  payables  past their due
date, the majority of suppliers have agreed not to actively pursue payment until
we receive additional funds from investors.

Other  liabilities at December 31, 2002 include the convertible loan referred to
above of  $336,400  and loan from  officers of  $12,246.  The latter  related to
amounts paid by officers to ensure key suppliers were paid. $4,446 was repaid on
January 10, 2003.

New accounting pronouncements yet to be adopted

Statement of Financial  Accounting  Standard  ("SFAS") No. 143,  "Accounting for
Asset Retirement Obligations" was issued during 2001 and is effective for fiscal
years beginning after June 15, 2002. The adoption of this Statement will have no
significant effect on the Company's financial statements.

In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS 145
"Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.
13 and Technical Corrections". The principal change is that gains or losses from
extinguishments  of debt which are classified as  extraordinary  items by SFAS 4
will no longer be classified as such.  The  provisions of SFAS 145 are effective
for fiscal years beginning after May 15, 2002 although early  application of the
Statement  related to the  rescission of SFAS 4 is  encouraged.  The adoption of
this  Statement  will  have no  significant  effect on the  Company's  financial
statements.

In June 2002, the FASB issued SFAS 146  "Accounting  for Costs  Associated  with
Disposal or Exit Activities".  This Statement addresses financial accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force (EITF) Issue No. 94-3,  "Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including Certain Costs Incurred in a Restructuring)".  This Statement requires
that a liability  for a cost  associated  with an exit or  disposal  activity be
recognized when the liability is incurred. However, this standard does not apply
to costs  associated  with exit  activities  involving  entities  acquired under
business  combinations  or  disposal  activities  covered  under  SFAS 144.  The
adoption of this  Statement  will have no  significant  effect on the  Company's
financial statements.

In  November  2002,  the FASB  issued  Interpretation  Number  45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). This  interpretation  requires
certain  disclosures  to be  made  by a  guarantor  in its  interim  and  annual
financial  statements about its obligations under certain guarantees that it has
issued.  It also  requires a  guarantor  to  recognize,  at the  inception  of a
guarantee,  a  liability  for the fair  value of the  obligation  undertaken  in
issuing the guarantee.  The disclosure  requirements of FIN 45 are effective for
interim and annual  periods  after  December 15, 2002 and we have adopted  those
requirements for our financial  statements.  The initial recognition and initial
measurement  requirements of FIN 45 are effective  prospectively  for guarantees
issued or modified  after December 31, 2002. The adoption of this Statement will
have no significant effect on the Company's financial statements.

                                       14
<PAGE>

In January 2003, the FASB issued FASB  Interpretation No. 46,  "Consolidation of
Variable Interest Entities - an interpretation of ARB No. 51" ("FIN 46"). FIN 46
clarifies the application of Accounting  Research Bulletin No. 51,  Consolidated
Financial Statements,  to certain entities in which equity investors do not have
the  characteristics  of  a  controlling  financial  interest  or  do  not  have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial support from other parties.  FIN 46 explains
how to identify variable interests  entities and how an enterprise  assesses its
interests in a variable  interest  entity to decide whether to consolidate  that
entity.  It requires  existing  unconsolidated  variable interest entities to be
consolidated by their primary  beneficiaries  if the entities do not effectively
disperse risks among parties involved.  It also requires certain  disclosures by
the primary  beneficiary of a variable interest entity and by an enterprise that
holds  significant  variable  interests in a variable  interest entity where the
enterprise is not the primary  beneficiary.  FIN 46 is effective  immediately to
variable  interest  entities  created  after  January  31,  2003 and to variable
interest  entities in which an enterprise  obtains an interest  after that date,
and effective for the first fiscal year or interim period  beginning  after June
15, 2003 to variable  interest  entities in which an enterprise holds a variable
interest that it acquired  before February 1, 2003. FIN 46 requires an entity to
disclose certain  information  regarding a variable interest entity, if when the
Interpretation  becomes effective,  it is reasonably possible that an enterprise
will consolidate or have to disclose  information  about that variable  interest
entity,  regardless  of the date on  which  the  variable  entity  interest  was
created.  The adoption of this Statement will have no significant  effect on the
Company's financial statements.

Outlook

We  successfully  conducted  a test pilot of our  system in Ireland in  November
2002.  We expect to begin  implementing  our service on a limited  basis  during
quarter  three of 2003,  but that is  dependent  on funding  being  available to
complete the enhancements to the pilot system that have been identified.

Our initial  service is expected to target selected travel agents in Ireland and
the United  Kingdom who will use the BSP ONElink  for their  clients.  Following
further  testing of BSP ONElink the  operational  launch is expected to commence
with car rental, followed by rail and accommodation products. In the interim, we
intend to recruit further car rental,  accommodation and rail suppliers onto the
system to provide  wider  content for the service.  Later in 2003,  we intend to
begin  serving  travel agents and other  customers  throughout  Europe.  We also
expect  to  have   substantially   completed   the  testing  of  the   technical
infrastructure  at each of the eight major data processing  suppliers across the
world to ensure that the BSP ONElink can be rolled out to all countries  covered
by the International Air Transport Association through 2004 and 2005.

Liquidity and capital resources

We require  substantial  additional funding to support the development,  testing
and  roll  out of the BSP  ONElink  and  provide  working  capital.  We had cash
balances of  $110,170  as of December  31,  2002,  and the  continuation  of the
project  has  relied,  and  continues  to rely,  on the  ongoing  support of the
suppliers and  consultants  pending  further  funding.  We are actively  seeking
equity  financing  and  are  using  investment  bankers  and  other  appropriate
financial  advisers and  institutions  to support this  process.  Based upon our
assessment  of the market  for the BSP  ONElink  and  anticipated  revenues  and
expenses,  the business is not expected to breakeven until 2004 at the earliest.
Our plans are dependent upon obtaining substantial additional capital, and if we
are not successful in obtaining capital, our liquidity and operational plan will
be affected  adversely.  There is no  assurance  that we will be  successful  in
raising this additional capital.

We have no material long-term  commitments to acquire capital assets and have no
plans to acquire any significant equipment during 2003.

                                       15
<PAGE>

We have no long term liabilities.
                                       16
<PAGE>


ITEM 7. FINANCIAL STATEMENTS

        FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of

BSP ONElink, Inc
San Francisco
California

We have  audited  the  accompanying  balance  sheets  of BSP  ONElink  (formerly
National Pizza  Corporation)  (a  development  stage company) as of December 31,
2002 and 2001, and the related statements of operations,  stockholders'  equity,
and cash flows for the period  from  November  6, 2000  (date of  inception)  to
December  31, 2002 and the years ended  December 31, 2002 and December 31, 2001.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

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

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the  financial  position of the  Company as of December  31, 2002 and
2001,  and the results of its  operations and its cash flows for the period from
November 6, 2000 (date of  inception)  to December  31, 2002 and the years ended
December 31, 2002 and December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  The Company is a  development  stage
enterprise  engaged in developing an on-line global  distribution  system for an
international  range of travel and tourism  products.  As discussed in Note 3 to
the financial statements, the deficiency in working capital at December 31, 2002
and the Company's operating losses since inception raise substantial doubt about
its ability to continue as a going concern.  Management's plans concerning these
matters are also  described in Note 3. The  financial  statements do not include
any adjustments that might result from the outcome of these uncertainties.

/s/ DELOITTE & TOUCHE
---------------------------
DELOITTE & TOUCHE
Manchester, United Kingdom

April 11, 2003

                                       F-1
<PAGE>

                                BSP ONELINK, INC

                          (a development stage company)

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001

                                                     December 31,  December 31,
                                                            2002          2001
                                                              $              $
                                                     ----------     ----------
ASSETS

Current assets
Cash                                                    110,170          -
Accounts receivable                                      64,253          -
Prepaid expenses and other current assets                 8,804          -
                                                     ----------    ----------

Total current assets                                    183,227          -
                                                     ----------    ----------

Other assets
Fixed assets (net of $13,762 of accumulated
depreciation)                                            27,313          -
Software development costs                            1,763,489          -
                                                     ----------    ----------

Total other assets                                    1,790,802          -
                                                     ----------    ----------

Total assets                                          1,974,029          -
                                                     ==========    ==========


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued expenses                 2,218,443          -
Loans from officers                                      12,246          -
Convertible notes                                       336,400          -
                                                     ----------    ----------

Total current liabilities                             2,567,089          -
                                                     ----------    ----------

Commitments and contingencies ( Note 13)

                                       F-2

<PAGE>

                                BSP ONELINK, INC

                          (a development stage company)

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001
                                   (continued)

                                                      December 31,  December 31,
                                                             2002          2001
                                                                $             $
                                                       ----------    ----------
Stockholders' equity

Common stock, $0.001 par value, 100,000,000 shares
authorized, 16,765,489 shares issued and outstanding       16,765             2
Unpaid share capital                                          -              (2)
Preferred stock $0.001 par value, 5,000,000 shares
   authorized, 0 shares issued and outstanding                -             -
Additional paid-in capital                              3,584,581           -
Deficit accumulated during the development stage       (4,194,406)          -
                                                       ----------    ----------

Total stockholders' deficit                              (593,060)          -
                                                       ----------    ----------

Total liabilities and stockholders' deficit             1,974,029           -
                                                       ==========    ==========

                 See Notes to Consolidated Financial Statements

                                       F-3
<PAGE>

<TABLE>
                                BSP ONELINK, INC

                          (a development stage company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
<CAPTION>

                                                       2002             2001      Accumulated from
                                                                                  November 6, 2000
                                                                                          (date of
                                                                                     inception) to
                                                                                 December 31, 2002
                                                          $                $                     $
                                                 ----------       ----------            ----------
<S>                                              <C>              <C>                   <C>
Sales                                                   -                -                     -

Cost of sales                                           -                -                     -
                                                 ----------       ----------            ----------
Gross profit                                            -                -                     -

Operating expenses
Sales and marketing expenses                        595,679              -                 595,679
General and administrative expenses               3,210,042              -               3,210,042
Depreciation and amortization                        13,762              -                  13,762
                                                                                        ----------
                                                 ----------       ----------            ----------

Total operating expenses                          3,819,483              -               3,819,483
                                                 ----------       ----------            ----------

Loss from operations                             (3,819,483)             -              (3,819,483)

Other income (expense)                                                   -
Interest expense                                   (374,923)             -                (374,923)
                                                 ----------       ----------            ----------

Loss before income taxes                         (4,194,406)             -              (4,194,406)
Provision for income taxes                              -                -                     -
                                                 ----------       ----------            ----------

Net loss after income taxes                      (4,194,406)             -              (4,194,406)
                                                 ==========       ==========            ==========

Loss per share basic and diluted                 $     0.42              -              $     0.42
</TABLE>


                 See Notes to Consolidated Financial Statements

                                       F-4
<PAGE>

<TABLE>
                                BSP ONELINK, INC

                          (a development stage company)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
<CAPTION>


                                                                Additional
                                                Common stock       paid in   Accumulated
                                  No of shares        Amount       capital       deficit         Total
                                                           $             $            $             $
                                    ----------    ----------    ----------    ----------    ----------
<S>                                 <C>           <C>           <C>           <C>           <C>
Balance, at inception                      -             -             -             -             -
Issuance of common stock                     2             3           -             -               3
                                    ----------    ----------    ----------    ----------    ----------
Balance, December 31, 2001
                                             2             3           -             -               3


Issuance of common stock prior to       26,370        40,346       529,126           -         569,472
reverse takeover transactions
Recapitalization pursuant to        13,972,728       (26,349)       26,349           -             -
reserve takeover transaction (see
Note 2 and 8)
Issuance of common stock on
conversion of loans                    745,185           744       551,157           -         551,901
Issuance of common stock for           638,000           638       637,362           -         638,000
services                                   -
Issuance of common stock in          1,093,204         1,093     1,092,111           -       1,093,204
satisfaction of liabilities
Issuance of common stock                30,000            30        29,970           -          30,000
Beneficial conversion feature              -             -         328,766           -         328,766
Issuance of warrants                       -             -         130,000           -         130,000
Common stock paid for but not          260,000           260       259,740           -         260,000
issued
Net loss                                   -             -             -      (4,194,406)   (4,194,406)

                                    ----------    ----------    ----------    ----------    ----------
Balance, December 31, 2002          16,765,489        16,765     3,584,581    (4,194,406)     (593,060)
                                    ==========    ==========    ==========    ==========    ==========
</TABLE>

                                       F-5
<PAGE>

<TABLE>
                                BSP ONELINK, INC

                          (a development stage company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

<CAPTION>
                                                                   2002                 2001       Accumulated from
                                                                                                   November 6, 2000
                                                                                                           (date of
                                                                                                      inception) to
                                                                                                  December 31, 2002
                                                                      $                    $                      $
                                                       -----------------    -----------------    -------------------
<S>                                                    <C>                  <C>                  <C>
Cash flows from operating activities:

Net loss after income taxes                                 (4,194,406)                    -            (4,194,406)

Adjustments to reconcile net loss to net cash used in
  operating activities:
     Depreciation and amortization                               13,762                    -                 13,762
     Recognition of beneficial conversion feature               328,766                    -                328,766
     Issuance of warrants for services                          130,000                    -                130,000
     Issuance of shares in satisfaction of                    1,093,204                    -              1,093,204
     liabilities
     Issuance of shares for services                            638,000                    -                638,000

Changes in operating assets and liabilities:
     Accounts receivable                                       (64,253)                    -               (64,253)
     Prepaid expenses                                           (8,804)                    -                (8,804)
     Accounts payable and accrued expenses                    1,200,241                    -              1,200,241

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

Net cash used in operating activities                         (863,490)                    -              (863,490)
                                                       -----------------    -----------------    -------------------

Cash flows from investing activities:

Software development costs                                    (753,547)                    -              (753,547)
Purchase of fixed assets                                       (41,075)                    -               (41,075)
                                                       -----------------    -----------------    -------------------

Cash used by investing activities                             (794,622)                    -              (794,622)
                                                       -----------------    -----------------    -------------------

Cash flows from financing activities:

Proceeds from issuance of convertible notes                   1,466,036                    -              1,466,036
Net proceeds from loans from executive officers (see             12,246                    -                 12,246
Note 14)
Issuance of common stock                                        290,000                    -                290,000
                                                       -----------------    -----------------    -------------------

Net cash provided by financing activities                     1,768,282                    -              1,768,282
                                                       -----------------    -----------------    -------------------

Net increase in cash                                            110,170                    -                110,170

</TABLE>

(Continued)

                                       F-6
<PAGE>

<TABLE>
                                BSP ONELINK, INC

                          (a development stage company)

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (continued)
<CAPTION>

                                                                   2002                 2001       Accumulated from
                                                                                                   November 6, 2000
                                                                                                           (date of
                                                                                                      inception) to
                                                                                                  December 31, 2002
                                                                      $                    $                      $
                                                       -----------------    -----------------    -------------------

<S>                                                    <C>                  <C>                  <C>
Net increase in cash                                            110,170                    -                110,170

Cash at beginning of period                                           -                    -                      -
                                                       -----------------    -----------------    -------------------

Cash at end of period                                           110,170                    -                110,170
                                                       =================    =================    ===================

Supplemental disclosures of cash flow information:

Cash paid during the year for:
Interest                                                              -                    -                      -
Income taxes                                                          -                    -                      -
</TABLE>

                 See Notes to Consolidated Financial Statements

                                       F-7

<PAGE>



                                BSP ONELINK, INC

                          (a development stage company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

1.   Organization and basis of presentation

BSP ONElink,  Inc,  (the  "Company")  was  organized in Delaware on September 7,
2001, under the name National Pizza Corporation. The Company did not conduct any
business  as  National  Pizza  Corporation.  On  September  10, 2002 the Company
changed its name to BSP ONElink,  Inc. On September 12, 2002, the Company closed
an  Acquisition  Agreement by and among FS2  Limited,  a company  registered  in
England and Wales ("FS2"), all of the shareholders of FS2 and Nichols & Co., Inc
(the "Agreement"). (See Note 2).

The accompanying  consolidated  financial statements include the accounts of BSP
ONElink, Inc (a development stage company) and its wholly owned subsidiary,  FS2
Limited.  All  material   intercompany   balances  and  transactions  have  been
eliminated.

2.   Acquisition of FS2 Limited

On September 12, 2002, the Company closed an Acquisition  Agreement by and among
FS2  Limited,  a company  registered  in England and Wales  ("FS2"),  all of the
shareholders of FS2 and Nichols & Co., Inc (the  "Agreement").  As a result, the
Company  acquired 100% of FS2 in exchange for  7,911,600  shares of the Company.
The 7,911,600 common shares were issued to the common  shareholders of FS2, on a
share exchange ratio of 300 BSP common shares per one common share of FS2, which
immediately  after  closing  equalled  55% of the shares of BSP's  common  stock
outstanding.

As a result of this  transaction,  the former  shareholders  of FS2  control the
Company,  and the  transaction  has  therefore  been  accounted for as a reverse
takeover,  in  which,  for  accounting  purposes,  FS2 has been  treated  as the
acquiring company.  Accordingly, the historical financial statements of FS2 have
become  those of the  combined  company.  Because  the  Company  was an inactive
company  with  no  identifiable  assets  at the  time of the  reverse  takeover,
however, this transaction has been accounted for as a capital transaction rather
than a business combination. The purchase method of accounting has therefore not
been applied.

3.   Going concern

These financial  statements are prepared assuming that the Company will continue
as a going concern.

The Company  has  incurred  losses from  operations  of  $4,194,406  and has net
current  liabilities  of $2,383,862  as of December 31, 2002.  The Company's net
working capital deficiency may not allow it to meet its financial commitments as
presently structured.

The Company requires further funding to ensure the continued  development of its
products and services.  Management is confident of raising additional funds. The
Company has engaged investment bankers and other appropriate  financial advisers
and  institutions  to support  this  process  and is  actively  seeking  private
financing of several million dollars.  However,  there can be no assurances that
subsequent  fund raising will be  successful.  These factors  raise  substantial
doubt about the ability of the  Company to  continue as a going  concern.  These
financial  statements do not include any adjustments  that might result from the
outcome of this  uncertainty and the carrying value of assets and liabilities do
not purport to represent realizable or settlement values.

                                       F-8
<PAGE>

4.   Description of business

The Company has been  established to operate the BSP ONElink which is an on-line
global  distribution  system for an  international  range of travel and  tourism
products.  The system has the unique benefit of integrated  financial settlement
using the International Air Transport  Association's Billing and Settlement Plan
(BSP) and its new  web-based  service--BSPlink.  The service is  scheduled to be
launched in 2003.  The service is  intended to offer  travel  agents an extended
range of bookable and  commissionable  products  and  services  coupled with the
assurance  that  payments  to  suppliers  are  handled  easily and with no extra
effort.

5.   Summary of significant accounting policies

The  financial  statements of the Company have been  prepared  under  accounting
principles  generally  accepted in the United  States of America and reflect the
following significant policies:

Foreign currency
----------------

The  functional  currency  of the  Company is the U.S.  dollar as a  significant
proportion of its expenses are  denominated  in U.S.  dollars and it is expected
that a significant  proportion of future  revenues will be  denominated  in U.S.
dollars.  Transactions  denominated in a currency other than the U.S. dollar are
translated  into U.S.  dollars at the rates of  exchange in place at the date of
the  transaction,  while monetary assets and liabilities  denominated in foreign
currencies are translated into U.S. dollars at the rates of exchange  prevailing
at year-end.  Any resulting  transaction gains and losses are included in period
income.

Fixed assets
------------

Fixed assets are stated at cost less accumulated  depreciation and amortization.
Depreciation and amortization are calculated using the straight-line method over
the following estimated useful lives:

Computer equipment         3-4 years.

Software development costs
--------------------------

In  accordance  with  Statement of Position 98-1  ("Accounting  for the Costs of
Computer  Software  Developed or Obtained for  Internal  Use"),  the Company has
capitalized costs associated with the application  development of software.  The
software  development  undertaken  by the  Company's  suppliers  is  designed to
interface and link various  systems such that the  integrated  distribution  and
settlement  service can be  offered.  These  links are  between  travel  agents,
BSPONElink,  travel  suppliers  and IATA  collection  and  payment  systems  and
included a search  engine and linkage to  reservation  systems.  Included in the
development is management  and control  software to allow the company to operate
the business. To date, $1,763,489 of external consultancy costs specific to this
development  have been  capitalized  which  commence  being  amortized  once the
software is operational and ready for use.

Impairment of long lived assets
-------------------------------

Whenever events or changes in  circumstances  indicate that the carrying amounts
of those assets may not be  recoverable,  the Company will compare  undiscounted
net cash flows  estimated to be generated by those assets to the carrying amount
of those assets.  When these  undiscounted cash flows are less than the carrying
amounts of the assets,  the Company will record  impairment  losses to write the
asset down to fair value,  measured by the discounted  estimated net future cash
flows expected to be generated from the assets. During the period from inception
to December 31, 2002, management believes that no such impairments exist.

                                       F-9
<PAGE>

Deferred tax
------------

The Company  utilizes the asset and liability  method of  accounting  for income
taxes in accordance with SFAS 109,  Accounting for Income Taxes. Under the asset
and liability  method,  deferred taxes are determined  based on the  differences
between the financial  statements and tax basis of assets and liabilities  using
enacted tax rates in effect in the years in which the  differences  are expected
to reverse.  Valuation  allowances are recorded to reduce deferred tax assets to
amounts that are more likely than not to be realized.

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 disclosures of contingent  assets and contingent  liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Fair value of financial instruments
-----------------------------------

The  carrying  amounts  of cash  and  cash  equivalents,  receivables,  accounts
payable,  and accrued  liabilities  approximate  fair value because of the short
maturity of these  instruments.  The carrying  amounts of long-term  receivables
approximates  fair  value as the  effective  rates  for  these  instruments  are
comparable  to market rates at  year-end.  The  carrying  amount of  investments
approximates  fair market value.  The carrying  value of  convertible  loans and
loans from officers  approximates  to fair value and is based on borrowing rates
currently available with similar terms and average maturities.

New accounting pronouncements yet to be adopted
-----------------------------------------------

Statement of Financial  Accounting  Standard  ("SFAS") No. 143,  "Accounting for
Asset Retirement Obligations" was issued during 2001 and is effective for fiscal
years beginning after June 15, 2002. The adoption of this Statement will have no
significant effect on the Company's financial statements.

In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS 145
"Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.
13 and Technical Corrections". The principal change is that gains or losses from
extinguishments  of debt which are classified as  extraordinary  items by SFAS 4
will no longer be classified as such.  The  provisions of SFAS 145 are effective
for fiscal years beginning after May 15, 2002 although early  application of the
Statement  related to the  rescission of SFAS 4 is  encouraged.  The adoption of
this  Statement  will  have no  significant  effect on the  Company's  financial
statements.

In June 2002, the FASB issued SFAS 146  "Accounting  for Costs  Associated  with
Disposal or Exit Activities".  This Statement addresses financial accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force (EITF) Issue No. 94-3,  "Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including Certain Costs Incurred in a Restructuring)".  This Statement requires
that a liability  for a cost  associated  with an exit or  disposal  activity be
recognized when the liability is incurred. However, this standard does not apply
to costs  associated  with exit  activities  involving  entities  acquired under
business  combinations  or  disposal  activities  covered  under  SFAS 144.  The
adoption of this  Statement  will have no  significant  effect on the  Company's
financial statements.

                                      F-10
<PAGE>

In  November  2002,  the FASB  issued  Interpretation  Number  45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). This  interpretation  requires
certain  disclosures  to be  made  by a  guarantor  in its  interim  and  annual
financial  statements about its obligations under certain guarantees that it has
issued.  It also  requires a  guarantor  to  recognize,  at the  inception  of a
guarantee,  a  liability  for the fair  value of the  obligation  undertaken  in
issuing the guarantee.  The disclosure  requirements of FIN 45 are effective for
interim and annual  periods  after  December 15, 2002 and we have adopted  those
requirements for our financial  statements.  The initial recognition and initial
measurement  requirements of FIN 45 are effective  prospectively  for guarantees
issued or modified  after December 31, 2002. The adoption of this Statement will
have no significant effect of the Company's financial statements.

In January 2003, the FASB issued FASB  Interpretation No. 46,  "Consolidation of
Variable Interest Entities - an interpretation of ARB No. 51" ("FIN 46"). FIN 46
clarifies the application of Accounting  Research Bulletin No. 51,  Consolidated
Financial Statements,  to certain entities in which equity investors do not have
the  characteristics  of  a  controlling  financial  interest  or  do  not  have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial support from other parties.  FIN 46 explains
how to identify variable interests  entities and how an enterprise  assesses its
interests in a variable  interest  entity to decide whether to consolidate  that
entity.  It requires  existing  unconsolidated  variable interest entities to be
consolidated by their primary  beneficiaries  if the entities do not effectively
disperse risks among parties involved.  It also requires certain  disclosures by
the primary  beneficiary of a variable interest entity and by an enterprise that
holds  significant  variable  interests in a variable  interest entity where the
enterprise is not the primary  beneficiary.  FIN 46 is effective  immediately to
variable  interest  entities  created  after  January  31,  2003 and to variable
interest  entities in which an enterprise  obtains an interest  after that date,
and effective for the first fiscal year or interim period  beginning  after June
15, 2003 to variable  interest  entities in which an enterprise holds a variable
interest that it acquired  before February 1, 2003. FIN 46 requires an entity to
disclose certain  information  regarding a variable interest entity, if when the
Interpretation  becomes effective,  it is reasonably possible that an enterprise
will consolidate or have to disclose  information  about that variable  interest
entity,  regardless  of the date on  which  the  variable  entity  interest  was
created.  The adoption of this Statement will have no significant  effect on the
Company's financial statements.

6.   Fixed assets


     Cost                                      2002             2001
                                                  $                $
     Computer equipment                      41,075                -
                                          ---------          -------
     Total                                   41,075                -

     Accumulated depreciation              (13,762)                -
                                          ---------          -------
     Net book value                          27,313                -
                                          ---------          -------

                                      F-11
<PAGE>




7.   Trade payables and accrued expenses

<TABLE>
<CAPTION>
                                                                    December 31, 2002   December 31, 2001
                                                                                    $                   $
                                                                           ----------          ----------

<S>                                                                         <C>                <C>
Trade accounts payable                                                      1,771,409                   -

Accrued expenses                                                              447,034                   -
                                                                           ----------          ----------

Total trade payables and other accrued expenses                             2,218,443                   -
                                                                           ----------          ----------
</TABLE>


8.   Share capital

Common shares
-------------

<TABLE>
<CAPTION>

                                                                    December 31, 2002   December 31, 2001
                                                                                    $                   $
                                                                           ----------          ----------
<S>                                                                         <C>                <C>
Common stock, $0.001 par value

Authorized 100,000,000; issued and outstanding 16,765,489
in the period ended December 31, 2002                                          16,765                   2
                                                                           ----------          ----------
</TABLE>

Holders of the  Company's  common  stock are entitled to one vote for each share
held  on  all  matters  submitted  to a vote  of  stockholders  and do not  have
cumulative  voting rights.  Accordingly,  holders of a majority of the shares of
common stock  entitled to vote in any election of directors may elect all of the
directors  standing for election.  Subject to preferences that may be applicable
to any shares of  preferred  stock  outstanding  at the time,  holders of common
stock are entitled to receive dividends ratably, if any, as may be declared from
time to time by the board of directors out of funds legally available therefor.

Upon the Company's liquidation, dissolution or winding-up, the holders of common
stock are entitled to receive  ratably,  net assets  available after the payment
of:

     o    all secured  liabilities,  including any then outstanding secured debt
          securities which may have issued as of such time;

     o    all unsecured  liabilities,  including any then unsecured  outstanding
          secured debt securities which may have issued as of such time; and

     o    all liquidation preferences on any then outstanding preferred stock.

Holders  of  common  stock  have  no  preemptive,  subscription,  redemption  or
conversion  rights,  and there are no  redemption  or  sinking  fund  provisions
applicable  to the common  stock.  The rights,  preferences  and  privileges  of
holders of common  stock are subject to, and may be  adversely  affected by, the
rights of holders of shares of any series of  preferred  stock which the Company
may designate and issue in future.

Prior to the reverse takeover transaction on September 12, 2002, the Company had
6,087,500 shares of common stock outstanding. Subsequent to the reverse takeover
transaction, the following equity transactions took place:

                                      F-12
<PAGE>

Reverse takeover transaction

As a result of the reverse takeover transaction on September 12, 2002, 7,911,600
shares were issued to the  founders of FS2 Limited  ("FS2"),  which  reflected a
conversion  rate of 300 shares of common  stock in the Company for each  founder
share  in  FS2.  After  the  transaction,  the  former  founders  of  FS2  owned
approximately 55% of the then outstanding stock of the Company. These shares are
restricted from transfer  except in accordance  with applicable  securities laws
and  have  provisions  for  the buy  back  of the  shares  in the  event  of the
termination  or  non-renewal  of  consultancy  agreements  between  each  of the
founders and FS2. The buy back provisions  typically extend over 24 to 36 months
and the shares will be bought back at the original  purchase  price paid for the
shares  (approximately  $.005 per share after  conversion  for exchange rate and
currency translation).

Conversion of notes

491,685  common  shares were issued on December 24, 2002, on conversion of notes
issued by FS2 to holders  of  $298,402  of notes  including  $8,402 of  interest
accrued to the date of conversion of the notes.

New issuances

290,000 common shares were issued for cash proceeds of $290,000.

Issuance of shares in satisfaction of liabilities

On September 12, 2002, a total of 391,500  shares of common stock of the Company
were issued to note holders and general creditors of FS2 to satisfy  liabilities
of $353,500.

550,000 common shares were issued to Nichols & Company,  LLC, a company in which
W E Nichols is Manager,  as a creditor of the Company who was owed $550,000.  Mr
Nichols is a director of the Company.

543,204  common  shares  were  issued to a creditor  of the Company who was owed
$543,204.

Issuance of shares to service providers

500,000  common shares were issued to Nichols & Company,  LLC under an agreement
between the Company and Nichols & Company, LLC (the "Consultant"),  a company in
which W E Nichols is  Manager.  Mr Nichols is a  director  of the  Company.  The
Company  estimates  that the fair  value of the  shares at the date of issue was
$500,000,  based  on  management's  estimate.  These  shares  have  restrictions
attached to them. The shares cannot be disposed of before  December 12, 2003 and
there is a  provision  for the buy back of the  shares at  nominal  value in the
event that the Consultant's  shareholding is greater than 5% of the issued share
capital of the Company as at September 12, 2003.  The  Consultant  already holds
1,000,000  shares of common stock in the Company,  hence, the buy back provision
will apply if the Company's issued share capital is less than 30,000,000  shares
as at September 12, 2003.

Preferred shares
----------------

Our board of directors is authorized,  without further stockholder  approval, to
issue up to 5,000,000 shares of preferred stock in one or more series and to fix
the rights, preferences,  privileges and restrictions of these shares, including
dividend  rights,  conversion  rights,  voting  rights,  terms of redemption and
liquidation preferences, and to fix the number of shares constituting any series
and the  designations  of these  series.  These shares have rights senior to the

                                      F-13
<PAGE>

Company's  common stock.  The issuance of preferred stock may have the effect of
delaying  or  preventing  a change of control of the  Company.  The  issuance of
preferred  stock could decrease the amount of earnings and assets  available for
distribution to the holders of common stock or could adversely affect the rights
and powers, including voting rights, of the holders of common stock. At present,
the board of directors has no plans to issue any shares of preferred stock.

Warrants and options
--------------------

The Company has the following  warrants and options  outstanding  as at December
31, 2002 (December 31, 2001: Nil):

                                                    December 31, 2002
Cornerstone Alliance, LLC                                     450,000
Company Secretary of FS2                                       50,000
Other non-related parties                                     330,000
Noteholder                                                    270,000
                                                           ----------
Total warrants and options outstanding                      1,100,000
                                                           ----------

Warrants to purchase  450,000 shares of the Company's common stock at $1.00 were
granted on September 13, 2002, to Cornerstone Alliance,  LLC, a company in which
F W Guerin, the chairman and chief executive officer of the Company, is Manager.
The award of warrants was made to Cornerstone Alliance, LLC in consideration for
employee  related  services  provided  by Mr.  Guerin  and  has  therefore  been
accounted  for in accordance  with  Accounting  Principles  Board Opinion No. 25
("Accounting for Stock Issued to Employees"). At the date of issue, the exercise
price of the warrants  was equal to the  estimated  fair value of the  Company's
common shares, and consequently, no compensation expense has been recorded.

Also on September 13, 2002,  warrants to purchase 50,000 shares of the Company's
common stock at $1.00 were granted to the Company Secretary of FS2 to reward his
efforts as legal counsel in materially  bringing the  acquisition  of FS2 by the
Company to a successful  conclusion.  Warrants to purchase 330,000 shares of the
Company's common stock at $1.00 were granted on September 13, 2002, to unrelated
parties in recognition  of services and benefits  received by the Company during
the period leading up to the acquisition of FS2. The fair value of these 380,000
warrants  on  September   13,  2002  of  $130,000  was   determined   using  the
Black-Scholes  method with the  following  assumptions:  a volatility of 130%, a
dividend  yield of 0%, a  risk-free  interest  rate of 4.85%,  and a life of one
year.  The  fair  value  of  $130,000  has  been  included  within  general  and
administrative expenses in the statement of operations.

The holder of $336,400  convertible  notes outstanding at December 31, 2002 (see
Note 12) also held an option,  exercisable  through January 2, 2003, to purchase
up to  270,000  shares of common  stock of the  Company  at a price of $1.50 per
share. The Company  estimates that the fair value of this detachable  warrant on
the date of issue was nil. The option had not been exercised by the expiry date,
however,  the  Company  is  considering  extending  the rights as the holder has
expressed a desire to exercise the rights.

                                      F-14
<PAGE>

9.   Loss per share

The  calculation  of basic and diluted loss per share is based on the  following
number of shares:

                                                      2002                2001
                                          Number of shares    Number of shares
                                                ----------          ----------
Weighted average number of shares:
For basic and diluted loss per share             9,928,280                   2
                                                ----------          ----------


As a result of the net losses for the years ended December 31, 2002 and December
31, 2001, the potential effect of the exercise of warrants and the conversion of
notes was anti-dilutive. Therefore, 1,293,333 of potentially dilutive securities
have not been  included  in the  calculation  of diluted  loss per common  share
because to do so would have been anti-dilutive.

10.  Interest expense

                                                         2002             2001
                                                            $                $
Interest expense on loan notes                         46,157                -
Recognition of beneficial conversion feature          328,766                -
                                                    ---------        ---------
                                                      374,923                -
                                                    ---------        ---------


During the year,  $514,250 of  convertible  notes were  issued and  subsequently
converted  into  1,611,600  common shares of the Company.  The  conversion  rate
provided for  conversion  of the notes at a 40% discount to the  estimated  fair
value of one common share of the Company at the commitment  date.  Consequently,
in  accordance  with  the  requirements  of  Emerging  Issues  Task  Force  98-5
("Accounting for Convertible  Securities with Beneficial  Conversion Features or
Contingently  Adjustable  Conversion Ratios"),  this conversion feature has been
considered  to be  beneficial  and $328,766 of the loan  proceeds,  equal to the
conversion  feature's  intrinsic  value,  has been accounted for a debt discount
which has been fully amortized into the income statement as interest expense.

11.  Income taxes

The components of income before income taxes are as follows:
<TABLE>
<CAPTION>

                                                    December 31, 2002    December 31, 2001
                                                                    $                    $
                                                    -----------------    -----------------
<S>                                                 <C>                 <C>
Loss:

United States                                             (2,733,073)                    -
Non-United States                                         (1,651,302)                    -
                                                    -----------------    -----------------
Loss from ordinary activities before income taxes         (4,384,375)                    -
                                                    -----------------    -----------------
</TABLE>

Income tax provision includes:

<TABLE>
<CAPTION>

                                                      December 31, 2002      December  31, 2001
                                                                    $                    $
                                                    -----------------    -----------------
<S>                                                 <C>                  <C>
Current income taxes:
   United States                                                    -                    -
   Non-United States                                                -                    -
                                                    -----------------    -----------------
   Total current taxes                                              -                    -
                                                    -----------------    -----------------
Deferred income taxes:
   United States                                                    -                    -
   Non-United States                                                -                    -
                                                    -----------------    -----------------
Total deferred taxes                                                -                    -
                                                    -----------------    -----------------
Total income taxes                                                  -                    -
                                                    -----------------    -----------------
</TABLE>
                                      F-15
<PAGE>


The difference between the group's tax on loss on ordinary  activities,  and the
federal income tax rate are as follows:

<TABLE>
<CAPTION>
                                                      December 31, 2002    December 31, 2001

                                                                      $                    $
<S>                                                   <C>                  <C>
Tax computed at the federal rate (34%)                      (1,490,687)                    -
Permanent items: Acquisition Costs                              753,147                    -
Impact of UK losses taxed at 19% rather than 34%                247,695                    -
State Taxes:  Start-up costs                                   (45,816)                    -
Valuation allowance against net operating losses                535,661                    -
                                                      -----------------         ------------
Income tax expense                                                    -                    -
                                                      -----------------         ------------
Effective tax rate                                                   0%                   0%
</TABLE>

Deferred income tax assets in the balance sheet
   are as follows:

                                        December 31, 2002    December 31, 2001
                                                        $                    $
                                        -----------------         ------------
Net current deferred tax assets:
   Net operating losses                           768,711                    -
   Start-up costs                                 102,012                    -
                                        -----------------         ------------
Total deferred tax assets                         870,724                    -
Valuation allowance                             (535,661)                    -
                                        -----------------         ------------
Net deferred tax assets                           335,063                    -
Net current deferred tax liability:
   Software development costs                   (335,063)                    -
                                        -----------------         ------------
Net deferred tax assets                                 -                    -
                                        -----------------         ------------

During the years ended  December  31, 2002 and 2001,  the Company  recognized  a
valuation  allowance of $535,661  and $nil  respectively,  against  deferred tax
assets.  The valuation  allowance  reduces deferred tax assets to an amount that
represents  management's best estimate of the amount of such deferred tax assets
that more likely than not will be  realized.  Realization  of the  deferred  tax
assets is dependent on sufficient  future  taxable income during the period that
temporary  differences and  carryforwards are expected to be available to reduce
taxable income.

At December 31, 2002 the Company had  approximately  $1,783,386 of net operating
losses (NOL)  carryforwards,  of which $1,316,458 has an indefinite  expiration.
The remaining $466,928 NOL carryforwards will expire in 2022.

In addition,  because greater than 50% ownership of BSP ONElink changed hands in
the  acquisition of FS2, the utilization of a portion of the tax losses incurred
during  the 2002  period may be subject to  limitation.  This  limitation  would
affect only the amount of certain losses that could be utilized in any given tax
year and would not affect the total carryover amount.

                                      F-16
<PAGE>

12.  Convertible notes

                                      2002                2001
                                         $                   $
                                   -------          ----------
Convertible notes                  336,400                   -
                                   -------          ----------

The  principal of the  convertible  note  outstanding  at December 31, 2002,  is
$321,980. The note was issued on July 12, 2002, by FS2 at (pound)200,000,  bears
interest at 10% and is convertible,  at the  noteholders'  option,  into 193,333
shares of common stock of the Company.  The  conversion  rate  approximated  the
estimated  fair value of one share of common stock of the Company at the date of
issue and,  consequently,  is not considered to be beneficial In addition to the
conversion right, under the agreements, there was an option, exercisable through
January 2, 2003, to purchase up to 270,000 shares of common stock of the Company
at a price of $1.50 per share. The Company estimates that the fair value of this
option on the date of issue was nil and consequently none of the proceeds of the
note issue were  allocated  to equity.  Although  both of these  rights  expired
unexercised on January 2, 2003, the Company is considering  extending the rights
to the  noteholder  as the  noteholder  has  expressed a desire to exercise both
rights.

13.  Commitments and contingencies

The  Company  is  committed  to paying  license  fees for  software  used by the
business. The licenses expire in five and 10 years respectively.  As at December
31,  2002,  it is not possible to assess the amount  payable over the  remaining
period of these  licenses as the amounts paid under the licences are expected to
be determined when the Company begins to generate revenues.

The Company, through its wholly owned subsidiary FS2, has an Operating Agreement
with the International Air Transport Association ("IATA").  Under the agreement,
the Company has a license to use IATA's intellectual  property in its integrated
distribution and automated  financial  settlement service in return for fees and
licenses.  Under the agreement,  IATA provides access to its industry settlement
systems,  including billing and settlement plans, and assists with marketing our
services by actively endorsing and promoting service within IATA and by actively
recommending  the  service  to travel  agents.  The  Company  has  agreed to use
exclusively  the  IATA  settlement  system  for  the  settlement  of the  system
component of the Company's services.  IATA will receive transaction fees for the
services it provides  and  licensed  fees for the use of the IATA brand and logo
and in  recognition  of the value of the IATA  investment  in software and other
facilities.  License fees are payable  based upon a percentage  of the Company's
revenues but capped as the  percentage  payable  reduces as the level of revenue
increases.

IATA may terminate  the  operating  agreement if the Company is unable to obtain
financing of a minimum of $7 million. At December 31, 2002 we have achieved over
$3.5 million in financing.  Due to the difficult  climate for fundraising,  IATA
has agreed to extend the period of time for the Company to obtain the  financing
and to review progress on June 14, 2003. The term of the agreement is ten years,
but may be extended by the  Company for an  additional  ten years if it complied
with  its  obligations  under  the  agreement.  The  agreement  may  be  earlier
terminated by either party if the other has committed a material breach.

Under the current  agreement with IATA,  IATA has the right to receive an option
to acquire 35% of the Company's initial  authorized  capital at a nominal price.
IATA and the  Company  have  orally  agreed to  remove  this  provision,  and to
increase IATA's fees. The Company has been informed by IATA that formal approval
by  IATA  of an  amendment  to the  agreement  regarding  this  change  will  be
forthcoming in the near future.

                                      F-17
<PAGE>

14.  Related party transactions

The following related party transactions took place during the period:

--------------------------------------------------------------------------------
Transaction                       Amount              Related Party
-----------                       ------              -------------

Agreement                                             The Company, through its
                                                      wholly owned subsidiary
                                                      FS2, has an Operating
                                                      Agreement  with the
                                                      International  Air
                                                      Transport Association
                                                      ("IATA"), See Note 13.
--------------------------------------------------------------------------------
Consulting                                            Cornerstone  Alliance,
and                                                   LLC, a company in which
Services                                              Mr FW Guerin is Manager
Agreement                                             has entered into a con-
                                                      sulting  services agree-
                                                      ment with the Company to
                                                      provide the services of
                                                      Mr Guerin which
                                                      terminates on
                                                      December 31, 2004.

                                                      K3 Business Technology
                                                      Group plc, a company in
                                                      which Mr D. Bolton is a
                                                      director, has entered
                                                      into a consulting
                                                      services agreement with
                                                      the Company to provide
                                                      the services of Mr.
                                                      Bolton, which is term-
                                                      inable on three months
                                                      notice.

                                                      Emsley Management Ltd, a
                                                      company which is con-
                                                      trolled by Mr R. Emsley,
                                                      has entered into a con-
                                                      sulting services agree-
                                                      ment with the Company to
                                                      provide the services of
                                                      Mr Emsley which
                                                      terminates on December
                                                      31, 2003.

                                                      A holder of more than 5%
                                                      of the Company's common
                                                      stock has a consulting
                                                      services agreement with
                                                      the Company which
                                                      terminates on March 31,
                                                      2003.
--------------------------------------------------------------------------------
Loans from executive             $21,933              Three executive officers
                                                      loaned $21,933 to the
                                                      Company to ensure key
                                                      suppliers were paid.
                                                      $9,687 was repaid on
                                                      December 31, 2002 and
                                                      $4,446 was repaid on
                                                      January 10, 2003.
--------------------------------------------------------------------------------
See also the events described in Note 8.

15.  Subsequent events


(a)  Since the fiscal year end,  $96,000  has been  received  for 96,000  common
     shares,  with  $159,000 of trade  payables  converted  into 159,000  common
     shares. The trade payables  converted were part of the balance  outstanding
     at December 31, 2002, and included  $139,000 due to  Cornerstone  Alliance,
     LLC, a company in which Mr F W Guerin is Manager.

                                      F-18
<PAGE>

(b)  On February 3, 2003,  the Board of Directors  approved the grant of 325,000
     common shares to reward  certain  service  providers for their  services to
     date.  These included  grants to the  directors.  50,000 common shares were
     granted to Cornerstone  Alliance,  LLC, a company in which Mr F W Guerin is
     Manager.  50,000 common shares were granted to Mr D J Bolton. 50,000 common
     shares were granted to Nichols & Co, LLC, a company in which Mr W E Nichols
     is Manager.  50,000 common shares were granted to Emsley  Management Ltd, a
     company which is controlled by Mr R Emsley.

     A further 200,000 common shares were granted to Cornerstone  Alliance,  LLC
     ("Cornerstone"),  in lieu of any claim for 2002 and 2003  annual  incentive
     bonuses to which  Cornerstone  was entitled  under the  services  agreement
     between Cornerstone and the Company.

(c)  On January 30,  2003,  Mr G Mullett  resigned  as Managing  Director of FS2
     Limited.  400,000 of the 900,000  shares held by Mr Mullett  will be bought
     back by the  Company  at the  original  purchase  price paid for the shares
     (approximately  $.005 per share  after  conversion  for  exchange  rate and
     currency translation).

(d)  On March 12, 2003,  Mr R Emsley was  appointed as Managing  Director of FS2
     Limited.


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

None.


                                    PART III.

Information  concerning  matters in Items 9, 10, 11 and 12 is being incorporated
by reference into a definitive  proxy  statement,  which is expected to be filed
within 120 days after the close of our fiscal year.



ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)  Exhibits

         Exhibit 2         Acquisition Agreement by and among the Company, FS2
                           Limited,  the shareholders of FS2 Limited and Nichols
                           & Co., LLC, dated September 12, 2002 (incorporated by
                           reference to an exhibit to the registrant's report on
                           Form 8-K filed September 27, 2002).

         Exhibit 3.1       Amended and Restated  Certificate of  Incorporation
                           (filed herewith).

         Exhibit 3.2       Bylaws (incorporated by reference to the Registrant's
                           Form SB-2, filed February 1, 2002).

         Exhibit 4         Common Stock  Certificate  (filed herewith) Exhibit
                           10.1  Consulting   Services   Agreement  between  the
                           Company  and   Cornerstone   Alliance,   LLC,   dated
                           September 12, 2002 (filed herewith).

                                       19
<PAGE>

         Exhibit 10.1      Consulting Services Agreement between the Company and
                           Cornerstone  Alliance,  dated September 12, 2002
                           (filed herewith).

         Exhibit 10.1.1    Restricted Stock Agreement and Consulting Services
                           Agreement Modifications between the Company and
                           Cornerstone  Alliance,  dated February 3, 2003
                           (filed herewith).

         Exhibit 10.2      Warrant  to  Purchase Common  Shares  issued  by the
                           Company to Cornerstone  Alliance  dated September 13,
                           2002 with respect to  450,000 shares of the Company's
                           common stock (filed herewith).

         Exhibit 10.3      Operating   Agreement    between  FS2  Limited   and
                           International  Air   Transport   Association  (filed
                           herewith).*

         Exhibit 10.4      Restricted  Stock  Purchase  Agreement  between FS2
                           Limited and David Bolton,  dated July 24, 2002 (filed
                           herewith).

         Exhibit 10.5      Restricted  Stock Purchase  Agreement  between FS2
                           Limited  and  Cornerstone  Alliance,  LLC  (filed
                           herewith).

         Exhibit 10.6      Restricted  Stock Purchase  Agreement  between FS2
                           Limited and Red Sky Holdings, LLC (filed herewith).

         Exhibit 10.7      Support  Agreement  between  FS2  Limited  and  K3
                           Business  Technology Group plc, dated May 23, 2002.
                           (filed herewith)

         Exhibit 10.8      Agreement between FS2 Limited and World  Distribution
                           Consultants Limited, dated April 15, 2002, as amended
                           by the Deed of Variation  (filed herewith).

         Exhibit 10.9      Consulting and Services Agreement between FS2 Limited
                           and Emsley Management  Ltd.,  dated  January 1, 2002
                           (filed herewith).

         Exhibit 10.10     Services Agreement between FS2 Limited and Videcom
                           International  Limited,  dated May 28, 2002 (filed
                           herewith).*

        Exhibit 10.10.1    Deed of Variation between FS2 Limited and Videcom
                           International Limited (filed herewith).

         Exhibit 10.11     Services Agreement between FS2 Limited and Webb & Flo
                           Inc., dated September 11, 2002 (filed herewith).*

         Exhibit 10.12     Services Agreement between FS2 Limited and Thermeon
                           Corporation, dated September 11, 2002 (filed
                           herewith).*

         Exhibit 10.13     Engagement Letter as Finance Director between FS2
                           Limited and David J. Bolton,  dated May 15, 2002
                           (filed herewith).

         Exhibit 10.14     Engagement  Letter  as  Director  -  Corporate
                           Development   between  FS2  Limited  and  F.  William
                           Guerin, dated May 15, 2002 (filed herewith).

         Exhibit 10.15     Engagement  Letter as Director  and COO between FS2
                           Limited and Roger  Emsley,  dated May 15, 2002 (filed
                           herewith).

         Exhibit 10.16     Engagement Letter as Director,  Chairman of the
                           Board and CEO between FS2 Limited and Graeme  Pearce,
                           dated May 15, 2002 (filed herewith).

         Exhibit 21        Subsidiaries of the Registrant

         Exhibit 99.1      Certification of CEO and CFO pursuant  to Section 906
                           of the  Sarbanes-Oxley  Act of 2002

*    Portions of Exhibits  10.3,  10.10,  10.11 and 10.12 have been omitted from
     the publicly filed copy and have been filed  separately  with the Secretary
     of the Commission pursuant to requests for confidential treatment.

(b)  Reports on Form 8-K

Report on Form 8-K filed on  September  27, 2002,  reporting  the closing of the
transactions pursuant to the Acquisition Agreement by and among FS2 Limited, all
of the  shareholders of FS2 Limited and Nichols & Co., Inc. and the Company,  as
amended by filings made on November 14, 2002 and December 23, 2002.

                                       20
<PAGE>

ITEM 14. CONTROLS AND PROCEDURES

          (a)  Evaluation of disclosure controls and procedures.

               Our  Management,  including the Chief  Executive  Officer and the
               Chief  Financial  Officer,  has  conducted an  evaluation  of the
               effectiveness of our disclosure  controls and procedures pursuant
               to Rule 13a-14 under the Securities Exchange of 1934 as of a date
               (the  "evaluation  date") within 90 days prior to the filing date
               of this  Annual  Report.  Based  on that  evaluation,  the  Chief
               Executive Officer and the Chief Financial Officer concluded that,
               as of the Evaluation Date, our disclosure controls and procedures
               were effective in ensuring that all material  information related
               to us  required  to be filed in the  Annual  Report has been made
               known to them in a timely manner.

          (b)  Changes in Internal Controls.

               There  have  been no  significant  changes  made in our  internal
               controls  or in other  factors  that could  significantly  affect
               internal controls subsequent to the Evaluation Date.

                                       21
<PAGE>




                                   SIGNATURES


In accordance  with the  requirements  of Section 13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  registrant  caused  this report to be signed on its
behalf on April 11, 2003 by the undersigned, thereunto duly authorized.
                                                    BSP ONELINK, INC


                                            /s/F.W. Guerin
                                            ------------------------------------
                                            F. W. Guerin
                                            Chief Executive Officer

In accordance  with the  Securities  Exchange Act of 1934,  this report has been
signed below by the following  persons on behalf of the  registrant on April 11,
2003 and in the capacities indicated below.



                                            /s/F.W.  Guerin
                                            ------------------------------------
                                            F. W. Guerin
                                            Chief Executive Officer, President,
                                            Secretary and Director


                                            /s/David Bolton
                                            ------------------------------------
                                            David Bolton
                                            Chief Financial Officer and Director


                                            /s/E Nichols
                                            ------------------------------------
                                            Edward Nichols
                                            Director

                                       22
<PAGE>


                                  CERTIFICATION

I, F. W. Guerin, certify that:

I have reviewed this report on Form 10-KSB of BSP ONElink, Inc.;

1)   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

2)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

3)   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities, particularly during the period in which this report is being
          prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this report (the "Evaluation Date"); and

     c)   presented in this report our conclusions  about the  effectiveness  of
          the disclosure  controls and procedures  based on our evaluation as of
          the Evaluation Date;

4)   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function);

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

5)   The  registrant's  other  certifying  officer and I have  indicated in this
     report whether or not there were significant  changes in internal  controls
     or in other factors that could significantly affect internal controls or in
     other factors that could significantly  affect internal controls subsequent
     to the date of our most recent evaluation, including any corrective actions
     with regard to significant deficiencies and material weaknesses.

Dated: April 11, 2003

         /s/  F. W. Guerin
         -----------------------
         F. W. Guerin
         Chief Executive Officer

                                       23
<PAGE>

                                  CERTIFICATION


I, David Bolton, certify that:

1)   I have reviewed this report on Form 10-KSB of BSP ONElink, Inc.;

2)   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4)   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities, particularly during the period in which this report is being
          prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this report (the "Evaluation Date"); and

     c)   presented in this report our conclusions  about the  effectiveness  of
          the disclosure  controls and procedures  based on our evaluation as of
          the Evaluation Date;

5)   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function);

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     d)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6)   The  registrant's  other  certifying  officer and I have  indicated in this
     report whether or not there were significant  changes in internal  controls
     or in other factors that could significantly affect internal controls or in
     other factors that could significantly  affect internal controls subsequent
     to the date of our most recent evaluation, including any corrective actions
     with regard to significant deficiencies and material weaknesses.

Dated: April 11, 2003



         /s/ David Bolton
         -----------------------
         David Bolton
         Chief Financial Officer

                                       24