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, 2005

     [ ]  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

                               ONELINK CORPORATION
                               -------------------
        (Exact name of small business issuer as specified in its charter)

           DELAWARE                                        43-1941213
           --------                                        ----------
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                      Identification Number)

                                One Market Plaza
                             Spear Tower, 35th 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 is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) filed all reports 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. [ ]


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.)  [  ] Yes [X] No


<PAGE>

State issuer's revenues for its most recent fiscal year.  $4,221,784

The aggregate market value of the common stock computed by reference to the
closing price on the over-the-counter bulletin board system on March 27, 2006
held by non-affiliates of the issuer was $26,801,679.


The number of registrant's shares of common stock outstanding as of March 27,
2006 was 33,537,445.

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


                       DOCUMENTS INCORPORATED BY REFERENCE


Portions of the Proxy Statement for the 2006 Annual Meeting of Stockholders (the
"Proxy Statement") which may be filed within 120 days of the end of the fiscal
year are incorporated by reference into Part III hereof. Except with respect to
information specifically incorporated by reference in this Form 10-KSB, the
Proxy Statement is not deemed to be filed as part hereof.





<PAGE>


<TABLE>
<CAPTION>



                                TABLE OF CONTENTS
                                                                                                 Page

                                     Part I

<S>                                                                                                <C>
Item 1        Description of Business.                                                             3
Item 2        Description of Properties.                                                          12
Item 3        Legal Proceedings.                                                                  12
Item 4        Submission of Matters to a Vote of Security Holders.                                12

                                    Part II

Item 5        Market for Common Equity and Related Stockholder Matters.                           13
Item 6        Management's Discussion and Analysis or Plan of Operation.                          15
Item 7        Financial Statements.                                                               21
Item 8        Changes in and Disagreements with Accountants on Accounting and Financial
              Disclosure                                                                          47
Item 8A       Controls and Procedures.                                                            47

                                    Part III

Item 9        Directors, Executive Officers, Promoters and Control Persons; Compliance with
              Section 16(a) of the Exchange Act                                                   48
Item 10       Executive Compensation.                                                             48
Item 11       Security Ownership of Certain Beneficial Owners and Management and Related
              Stockholder Matters                                                                 48
Item 12       Certain Relationships and Related Transactions.                                     48
Item 13       Exhibits                                                                            48
Item 14       Principal Accountant Fees and Services                                              48
              Signatures                                                                          51
</TABLE>








<PAGE>

This annual report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include statements relating to our expectations about the launching,
testing and rollout of our OneLink service, strategic alliances, operating
performance, and future capital requirements. Our actual results could differ
materially from those predicted in the forward-looking statements as a result of
risks and uncertainty including, but not limited to, those discussed in this
annual report under Item 1-Business, Risk Factors, commencing on page 9. These
risks and uncertainties include, but are not limited to, unanticipated software
development issues, market acceptance, difficulties in attracting industry
partners, and future market and economic conditions. You should not rely on
these forward-looking statements, which reflect our position as of the date of
this report. We are under no obligation to revise or update any forward-looking
statements.

                                     PART 1

ITEM 1. DESCRIPTION OF BUSINESS.

Introduction
------------
OneLink Corporation. ("we," "our" and the "Company") is a business-to-business
marketing and transaction processing company serving the global travel industry.
We introduced, to our current hotel and North America based travel agency
customers, the first integrated booking and financial settlement service for the
non-airline travel sectors in December 2005 with our key suppliers, Sabre Travel
Network, Amadeus, Hotels.com and PayPal, Inc. Initially targeting a growing $100
billion independent traveler market sector booked by travel agents, we expect to
see distribution channel adoption due to the benefits of improved cash flow and
reduced costs gained by all parties in the transaction. Our revenue will be
earned from transaction fees paid by travel suppliers.


The Company
-----------
We were organized in Delaware on September 7, 2001 and operated as BSP ONElink,
Inc. from September 10, 2002. We changed our name to One Link 4 Travel, Inc. in
January 2004 and to OneLink Corporation in March 2006. On September 12, 2002, we
acquired FS2 Limited, a company registered in the United Kingdom, which is now
named Onelink4travel Limited and operates as our wholly owned subsidiary.

During early 2004 we integrated into our system a proprietary system for small
hotel and independent accommodation providers, integrated our system with the
Sabre Global Distribution System and performed a successful proof of concept
where we performed live hotel bookings. Subsequently, on July 19, 2004, we
signed an agreement with the European arm of Sabre Travel Network ("Sabre"), a
business unit of Sabre Holdings, to provide us with access to their worldwide
audience of travel suppliers including thousands of hotel and rental car
companies.

On August 18, 2004, we signed an agreement with eBay, Inc. subsidiary, PayPal,
Inc. ("PayPal"), a global financial services provider for consumers and
businesses selling products and services over the Internet. PayPal will provide
the payment mechanism in 45 countries for our integrated booking and settlement
service for transactions booked between travel agents and travel suppliers.
Additionally, on March 10, 2005, we signed processing, product integration and
referral agreements with PayPal. The agreements, among other provisions,
authorize us to offer PayPal as a payment option to travel agencies and travel
industry providers located in the U.S. and Canada. With these new agreements, we
expanded our commitment to PayPal as our primary payment mechanism for roll-out
of our services, adding the U.S. and Canadian markets to the UK and Ireland.

On April 8, 2005 we acquired The Call Center LLC ("TCC"), a marketing services
company that provided telemarketing, customer service, payment collection and
marketing survey services for major US corporate clients. We believe that the
call center can provide us with a substantial sales and marketing capability to
reach travel buyers, (consumers and travel agencies), and travel suppliers on a
global scale.


                                       3
<PAGE>
On May 5, 2005 we acquired Reservation Center, Inc. ("RCI") a 13 year old travel
agency consortia (buying group) and 30 year old 24/7 reservation center service,
with 13,000 hotel and 22,000 travel agent clients, in order to leverage existing
contracts with RCI's travel agents, hotels and a number of travel industry
relationships for the launch of our transaction processing service. RCI provides
reservation center services on behalf of travel agency clients handling problems
that its travelers may have, and handling after hours and overflow calls for
travel arrangements. RCI also provides structured marketing programs for hotels
that are targeted specifically to the travel agency channel. Revenues are
generated from fees paid by hotel companies for participation in their annual
hotel marketing program, which includes a CD and web site based hotel directory
and various advertising and promotional programs, and from transaction fees for
bookings through the RCI hotel portal. Additionally, RCI receives services
revenue paid by travel agencies for its 24/7 call center services.

During 2005, we completed sales of convertible debt and warrants in the
aggregate principal amount of $8.4 million and received $0.8 million from the
exercise of warrants. We used the proceeds to provide funding for the TCC and
RCI acquisition costs, for roll-out of our transaction process service and for
working capital.

We have raised $0.6 million in 2006 from the exercise of warrants, the sale of
equity and a note payable to provide funding for roll-out of our transaction
process service, for the ongoing obligations related to the acquisitions and for
working capital.

Our corporate headquarters office is located at One Market Plaza, San Francisco,
California, and our operations are located in Agoura Hills, California, Reno,
Nevada, San Diego, California and Reading, United Kingdom. Our web site is
located at www.onelinkcorp.com.

The OneLink Service
-------------------
Our OneLink service is designed to provide travel suppliers with a direct
connection and integrated payment mechanism to enable business with travel
agents worldwide. Through our technical, commercial and contractual design we
have created a unique opportunity for suppliers of all sizes to sell their
products on a pre-paid basis through travel agents worldwide, and to receive
payment, often in advance of providing the product, in their own currency. Our
service removes the need for suppliers to negotiate individual commercial
agreements with individual travel agents, and removes the tracking and
administration of commission payments to agents in a multiplicity of currencies.
Our service offers access to a wide range of on-line bookable non-air travel
products, all of which will be pre-paid. The travel agent will take payment up
front from their customer in their currency, retaining their commission for the
sale, and pay the balance to the supplier through our OneLink system.

Our OneLink service connects the host reservation systems of travel suppliers
with travel agencies via the Internet and proprietary networks around the world.
We will use available transaction processing and financial systems to collect
monies from travel agents in their local currencies and to effect payments to
suppliers and in suppliers' local currencies. In short, OneLink is designed to
streamline the financial settlement process and allow both travel suppliers and
local travel agencies to gain access to a wider market.

We will generate revenue through processing fees from the transaction of sales
and payment for travel products across our network. We recruit travel suppliers
directly and we have developed relationships with global distribution companies
with existing technical interfaces to major global travel suppliers, as well as
through appointed local in-country distributors, and in partnership with local
travel and tourism organizations.

OneLink is designed to enable an increase in the number and quality of on-line
bookings made through global retail travel channels while improving cash flow
and reducing distribution costs, ultimately resulting in lower prices for the
consumer.

The Opportunity
---------------
Our OneLink service is designed to solve a significant (and presently
un-addressed) problem in the enormous global travel and tourism industry, by
facilitating the distribution and financial settlement of pre-paid non-air
products through travel agents. We are targeting the non-airline travel segments
and simulate the existing proven systems used by the airlines, which processed
payment for approximately 500 million tickets in 2003, representing $220 billion
in transactional value.

Critical to the day-to-day operations of the global travel and tourism market is
the ability to effectively execute booking and settlement transactions between
travel suppliers and travel agencies. The world's airlines today have the only
two successful and cost effective global financial settlement systems. Airline
Reporting Corporation ("ARC") provides a service in the USA, and Billing and
Settlement Plan ("BSP"), which is operated by the International Air Transport
Association ("IATA"), operates in a 147 countries outside the USA. To date, no
such system or service has been available on a similar global basis for the
suppliers of non-air travel services such as car rental, rail travel, hotel
accommodation, cruise travel, ferries, events, attractions and tour operators.


                                       4
<PAGE>
There are many systems that provide only travel distribution and inventory
management on behalf of non-air travel suppliers selling with and through travel
agents, and 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. Furthermore, no single company currently provides a completely
integrated service on a global scale.

The Market
----------
According to the World Tourism Organization, the value of the global travel and
tourism market in 2001 was $1.9 trillion, down slightly compared to 2000.
However, even taking into account recent global socio-economic events, the
industry's long-term growth rate is still estimated to be over 4% per annum. The
U.S. tops the list of large international tourism spending countries with a
market share of 12.7%, 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.

The OneLink service is designed to facilitate the distribution and financial
settlement of pre-paid non-air products through the retail channel. We have
targeted specific non-air travel sectors booked by travel agents. We estimate
this market to be approximately $100 billion in 2007. The service connects
travel suppliers, many of whom may never have been offered an affordable and
integrated distribution and settlement service, with the world's premier travel
agents that book and issue scheduled air tickets as well as the tens of
thousands of additional travel agents whose primary focus is on the leisure
sector.

Our target agency market potentially comprises the 26,000 ARC agencies in the
USA that are accredited to sell airline tickets, 11,000 agencies in the USA that
focus on leisure sales, 55,000 IATA accredited agencies that operate in 147
countries outside the USA, and a further 45,000 leisure focused agencies outside
the USA, making a total of 137,000 travel agencies worldwide.

Background
----------
IATA and other providers, such as ARC, have for 30 years provided recognized
financial settlement services to airline members and accredited travel agents in
the travel industry. Agents can search for and book air tickets through the
various Global Distribution Systems ("GDS") such as Sabre, Galileo, Amadeus and
Worldspan. Agents issue the passenger tickets and take payment in full.
Subsequently the airline financial settlement systems effect the settlement
between the agent and the airline on which the booking was made. Although such
systems have been extended to cover non-air products on an ad hoc and limited
basis, the technical and commercial infrastructure of the organizations
providing these services has meant that they have not been widely extended to
the non-air travel sector. However, we believe that the demand for a similar
service for non-air products to that enjoyed by the airlines is widespread.

Today, most non-air travel products are sold through travel agents on a
"referral" basis. The agent makes the booking on the customer's behalf some time
in advance, expecting to be paid a commission by the supplier at some point
after the booking has been fulfilled. The customer makes payment to the supplier
on completion of the booking. This creates problems for both supplier and agent.
The booking is not guaranteed as the customer may change the reservation, or may
cut short his stay. The supplier has to track agent bookings and calculate
commission based on actual stay as opposed to booked stay, thus causing a
discrepancy between what the agent expects and what is finally received. The
supplier has to physically pay commission to the agent with all of the
administrative costs that generates often a small amount in a foreign currency.
The agent finally receives payment (if at all) long after he did the work of
making the booking. The result is that many agents will only make referral
bookings on behalf of regular customers, or where the reservation results in
other forms of booking income. Thus agents and suppliers are losing out on
potentially large revenue opportunities. With the consumer trend towards
customized vacations growing, these lost opportunities are likely to increase.
The OneLink service is designed to provide agents and suppliers with the
solution to these problems.


                                       5
<PAGE>
We began our company as a result of marketing studies conducted by IATA which we
believe showed considerable potential for an offering that provided the travel
and tourism industry with a full "surf, look, book" service directly connected
to industry fulfillment services. We entered into an operating agreement in June
2002 with IATA and received a license to use the intellectual property in their
automated financial solution in return for license and royalty fees. During 2002
and 2003 over $6 million in capital and $4 million in services were invested in
developing the OneLink proprietary technology, systems, operations and business
processes, and in developing key industry distribution and marketing partners.
In early October 2003, as disclosed in a Form 8-K that we filed with the SEC,
IATA disputed our compliance with the agreement and contended that the agreement
was terminated. We disputed IATA's termination, and, as a result, we
re-evaluated our settlement service providers during late 2003 and 2004. We did
not concur with IATA's claim on its termination of the agreement. Over the past
two years we developed relationships and secured contracts with global
distribution (Sabre Travel Network) and global payment (PayPal, Inc.) suppliers
to enable delivery of our service. We completed development and commenced
remaining systems integration and testing in December 2005 and are rolling out
the service now.

The OneLink System
------------------
Our system is a proprietary transaction processing system comprised of four
basic features:

       1)    A computer portal that agents can access either over the Internet
             or through third party proprietary IP communications networks,
             which provides a central user interface and booking engine to
             search for and book a wide array of non-air travel products.
       2)    On-line interfaces to the reservation systems of non-air travel
             suppliers and distributors, and banks and other financial
             settlement systems providers. These are XML interfaces adopting OTA
             (industry) standards.
       3)    A central hub system that captures and reports details of every
             booking made by travel agents on suppliers. It creates the
             financial settlement instructions for monies to be collected from
             agents and paid to suppliers and generates the reports that enable
             suppliers and agents to track bookings and the status of payments.
       4)    A proprietary allocation and inventory system that enables us to
             locally host travel products on behalf of suppliers, such as hotels
             and guest houses that do not have their own on-line reservation
             systems. This is particularly relevant for smaller travel service
             providers who offer a unique local product but historically have
             been unable to distribute it through travel agents due to a lack of
             affordable technology.


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 receive the benefits of:

     o    Improved cash flow through electronic payment

     o    Reduced costs by receiving payment in local currency

     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.

Travel agents should receive the benefits of:

     o    Improved cash flow through electronic payment

     o    Improved profits through commission payments in local currency


                                       6
<PAGE>
     o    Access to a supply of higher margin travel products

     o    Reduced administration and back office costs

     o    Increased supply and type of travel product to sell

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

Competition
-----------
On a global basis, there is no current competition for OneLink. The entry cost
and time to launch for another venture to come into the market and compete
globally would be extremely high. However, in certain market segments and
geographical areas there are service providers who can provide one or more
elements of the OneLink service. Part of our strategy will be to seek to work
with these organizations on a complementary basis, leveraging their existing
systems as part of the OneLink offering, and thus fulfilling our need for
co-operative partner relationships as well as expanding each partner's revenue
opportunities.

Mission
-------
Our mission is 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 objective is to become the global provider of distribution and automated
financial settlement services for non-air products to the leisure and business
travel industries. Thousands of travel suppliers such as car rental, rail, tour
operators, ferry and cruise, small to medium hotel and resort companies, event
and attraction operators, will for the first time have the opportunity to sell
and be paid electronically through a potential network of 137,000 travel
agencies around the world. Our underlying business strategy is to establish a
presence in every major non-air travel and tourism market. The OneLink
Corporation 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 will be
on a product offering that integrates the requirements of travel product
distribution with those of financial settlement.

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

     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

System Roll-out
---------------
On December 1, 2005, we initiated live testing of our technology infrastructure
which will support our service offering. The software testing was designed to
ensure smooth performance of the various aspects of our sophisticated booking
and settlement infrastructure. As part of the evaluation, we verified
operational and data transfer links with many of our key suppliers including the
Sabre Travel Network, Amedeus Global Travel Distribution and Hotels.com as well
as PayPal, our online payment facilitator.



                                       7
<PAGE>
After successful completion of the evaluation, we began introducing the service
to US based travel agents who are members of the Company's CCRA International
hotel marketing program. This live, fully-functional, but careful, introduction
precedes full-scale launch to our 100,000 travel agent members, most of whom are
based in North America. Suppliers who offer their products through us will
receive settlement coverage in most major currencies that address travel
destinations in Europe, North America, Australia, Asia and Japan. On March 9,
2006, we announced that IT Group, one of the largest combinations of affiliated
agencies in the travel services industry, had adopted our booking and settlement
portal, CCRAOneLink, for use by its 1,200 members and would roll out use of the
portal during March 2006. On March 14, 2006, we announced that Outside Sales
Support Network (OSSN), the No. 1 travel industry trade association representing
home-based travel sellers, independent contractors and outside sales agents,
will offer our CCRAOneLink.com portal to its 7,000-plus members within the next
few weeks. On March 21, 2006, we announced that Vacation.com, North America's
largest vacation selling network of travel agencies, will make our service
available to their 6,000 members.

Employees
---------
As of December 31, 2005, we had 88 employees. We had 3 employees located in the
United Kingdom, 5 in San Francisco, 13 in Reno, Nevada and 67 based in Agoura
Hills, California. Certain other personnel have been contracted to us under
consultancy agreements. None of our employees are covered by a collective
bargaining agreement, nor have we experienced any work stoppages. We believe
that our relations with our employees are good.






                                       8
<PAGE>


Risk Factors

The following represent some of the factors that create risk and uncertainty for
our business and us. Our 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.

The report of our independent auditors on our financial statements contains an
explanatory paragraph on our ability to continue as a going concern.

The report of our independent auditors contains an explanatory paragraph raising
substantial doubt about our ability to continue as a going concern because of
our operating losses and our dependence upon financing our operations through a
series of private offerings of debt and equity securities. Our financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

We are a development stage company with a limited operating history and a
history of operating losses.

Our limited operating history makes predicting future operating results
difficult. We experienced a net loss of $6.1 million for 2004 and a net loss of
$8.1 million for 2005. We have incurred significant quarterly and annual
operating losses since our inception, and we may continue to incur quarterly and
annual operating losses in the future. Although we have tested our system, we
have not provided integrated distribution and automated financial settlement
services to date. 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. There is no assurance
that we will ever be profitable. Our ability to achieve profitability will
depend on a number of factors, including, but not limited to, whether we:

     o    Access additional capital for working capital, product development and
          sales and marketing efforts;

     o    Conclude arrangements with third parties to provide global settlement
          services;

     o    Acquire and retain travel suppliers;

     o    Interest travel agents in our services;

     o    Extend existing and develop new strategic partner relationships;

     o    Attract and retain key personnel.;

     o    Control our operating expenses; and,

     o    Withstand competition in our marketplace.

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 financing to implement our business plan

We will need to raise additional capital to implement our business plan.
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.

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



                                       9
<PAGE>
We believe a special benefit of OneLink is its integrated financial settlement
capability. 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. 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 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.

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 not
aware of any other companies that currently offer distribution and settlement
services on a global basis, there are many established service providers in
various geographical areas and different industry segments that offer
travel-related services.

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

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 Over the
Counter 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

Some of our operations will occur outside of the United States. We face the
risks inherent in international operations, including political unrest,
terrorist actions, 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 OneLink services will
likely 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.


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



                                       10
<PAGE>
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 favourable. 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.

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 of December 31, 2005, we had 33,060,346 shares of common stock
outstanding. Many of these share were originally issued as "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. The 12 month restriction on many of these shares has been satisfied, so
these shares may be sold subject to the other restrictions that may still apply.

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.






                                       11

<PAGE>




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 developing public trading market exists on the Over the Counter Bulletin Board
for our common stock which commenced in February 2003. Due to our limited
history and operating losses, 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 particularly if trading in
our stock is not active. Because our stock is not traded 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 is classified as a "penny stock."
The price of our common stock is currently substantially below $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.


ITEM 2.   DESCRIPTION OF PROPERTIES.

Our principal administrative facilities in the United States of America are
located at One Market Plaza, Spear Tower, 35th Floor, San Francisco, where we
presently lease 668 square feet of serviced office space. The lease expires in
2006 and has a monthly payment of $9,880. We expect that we will need to seek
additional corporate office space in or around San Francisco during 2006. Based
on the current market for office space in the area, we do not anticipate any
difficulties in identifying and leasing sufficient space for our needs on
appropriate terms in the foreseeable future.


We also lease facilities in Agoura Hills, California and Reno, Nevada. Our lease
for the 10,882 square foot Agoura Hills facility expires in 2008 and requires
remaining average monthly lease payments of $20,469. Our lease for the 15,586
square foot Reno facility expires in 2008 and requires remaining average monthly
lease payments of $26,605.


In the United Kingdom we rent serviced office space in Reading on a month to
month basis for 180 pounds sterling per month.


ITEM 3.   LEGAL PROCEEDINGS.

On January 13, 2006, K3 Business Technology Group PLC ("K3") filed a complaint
in California Superior Court seeking a writ of attachment on the Company with
respect to liabilities for accounting, bookkeeping and financial services
rendered prior to the 2005 calendar year. The complaint sought damages in the
amount of $120,000, plus interest, attorney's fees and costs, which approximate
$35,000, for a total claim of $155,000. The Company did not contest the action,
and on March 6, 2006, a writ of attachment was granted to K3. We are now working
with K3 to reach a settlement under which the full amount of K3's claim will be
paid in a manner and on a schedule acceptable to both parties. The Company
believes that it has provided a liability that should not differ from the total
amount to be paid.

We are occasionally subject to legal proceedings and claims that arise in the
ordinary course of our business. It is impossible for us to predict with any
certainty the outcome of pending disputes, and we cannot predict whether any
liability arising from pending claims and litigation will be material in
relation to our consolidated financial position or results of operations.


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

None.


                                       12
<PAGE>

                                    PART II.

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market information

Our common stock commenced trading on the Over the Counter Bulletin Board of the
National Association of Securities Dealers ("OTCBB") under the symbol BSPO in
February 2003. The trading symbol was changed on February 10, 2004 to OLKT and
was changed in March 2006 to OLNK. The following table sets forth for the
periods indicated the high and low reported closing sale prices per share for
our stock as reported by the OTCBB.

Year ended December 31, 2005                            High              Low
----------------------------                            ----              ---
First quarter                                           $1.90             $0.65
Second quarter                                          $1.03             $0.71
Third quarter                                           $0.95             $0.47
Fourth quarter                                          $0.95             $0.73

Year ended December 31, 2004                             High              Low
----------------------------                             -----             ---
First quarter                                            $1.24             $0.39
Second quarter                                           $1.07             $0.62
Third quarter                                            $0.68             $0.38
Fourth quarter                                           $1.00             $0.35



The OTCBB quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

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 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 our common stock. At present, we have
no plans to issue any shares of our preferred stock.

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 therefore.

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;



                                       13
<PAGE>


     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.


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.

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 year ended December 31, 2004, we sold 2,005,968 shares of common
stock and received net proceeds of $1,070,547. In conjunction with the sale of
stock, we issued 737,500 warrants exercisable for three years at exercise prices
ranging from $0.50 to $0.75 per share.

We also issued an aggregate of 3,188,948 shares of common stock for services
rendered of $3,389,793. $517,000 of this amount was deferred. In addition,
867,704 shares were issued on conversion of convertible notes of $876,112, and
116,197 shares were issued upon conversion of a $100,000 note payable. In
connection with the note conversion, we issued warrants exercisable into 20,000
shares of common stock at $1.00 per share through December 2007. We also issued
60,000 shares in satisfaction of liabilities.

We received $805,000 from the sale of convertible notes and warrants for the
year ended December 31, 2004. The notes are convertible into shares of common
stock at variable conversion rates as described in Part I, Item 2, "Management's
Discussion and Analysis or Plan of Operation -- Liquidity and Capital
Resources." The warrants related to the convertible notes are exercisable into
an aggregate of 796,950 shares of common stock at $0.50 per share through
December 31, 2006. We relied on Section 4(2) of the Securities Act in connection
with all of the above transactions. All of the investors are sophisticated, able
to bear the risk of loss of their investment, and are knowledgeable about the
Company's business and financial condition and risk factors related to our
securities.

We also issued 1,426,000 warrants to consultants and vendors in compensation for
services for the year ended December 31, 2004. The warrants are excisable for
three years at an exercise price of either $.50 or $0.75. An additional warrant
was issued to a consultant for 100,000 shares at an exercise price of $2.50 per
share, expiring in December 2009.

Also during 2005, ten convertible note holders converted their outstanding loan
balances and all accrued interest into 2,564,151 shares of common stock at
prices ranging from $0.50 to $1.00 per share. Of those shares, 726,351 were
issued to related parties.

During the year ended December 31, 2005, we sold 324,167 shares of common stock
and received net proceeds of $239,125. We also issued 1,134,399 shares of common
stock for services rendered for $897,821, and 20,000 shares of common stock in
satisfaction of liabilities of $15,000.


                                       14
<PAGE>
In December of 2005, nine warrant holders exercised their warrants at $0.75 a
share and converted into 1,108,333 shares for a total of $831,250 in net
proceeds. Of those shares, 333,333 shares were issued to a related party. Also
in December, a convertible debt holder converted the balance and all accrued
interest into 672,278 shares of common stock.


Holders

As of March 30, 2006 there were approximately 239 holders of record of our
common stock.


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

The following discussion regarding the financial statements of OneLink
Corporation ("we," "our" and the "Company") should be read in conjunction with
the consolidated financial statements and Notes to the Consolidated Financial
Statements included herewith.

Forward-Looking Statements

The statements in this report relating to our expectations about the launching,
testing and roll out of the CCRAOneLink service, strategic alliances, cash flow,
the amount of needed capital, the nature of the securities we may issue and our
success in fundraising, are some of the forward-looking statements in this
Report 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
difficulties in attracting capital or industry partners, unanticipated software
development issues, market acceptance, 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 Part 1, Item 1, "Risk Factors."

Overview and Outlook
OneLink Corporation is a business-to-business marketing and transaction
processing company serving the global travel industry. We introduced, to our
current hotel and North America based travel agency customers, the first
integrated booking and financial settlement service for the non-airline travel
sectors in December 2005 with our key suppliers, Sabre Travel Network, Amadeus
and PayPal, Inc. Initially targeting a growing $100 billion independent traveler
market sector booked by travel agents, we expect to see distribution channel
adoption due to the benefits of improved cash flow and reduced costs gained by
all parties in the transaction. Our revenue will be earned from transaction fees
paid by travel suppliers.

During early 2004 we integrated into our system a proprietary system for small
hotel and independent accommodation providers, and also successfully integrated
our system with the Sabre Global Distribution System and performed a successful
proof of concept where we performed live hotel bookings. Subsequently, on July
19, 2004, we signed an agreement with the European arm of Sabre Travel Network
("Sabre"), a business unit of Sabre Holdings, to provide us with access to their
worldwide audience of travel suppliers including thousands of hotel and rental
car companies.

On August 18, 2004, we signed an agreement with eBay, Inc. subsidiary, PayPal,
Inc. ("PayPal"), a global financial services provider for consumers and
businesses selling products and services over the Internet. PayPal will provide
the payment mechanism in 45 countries for our integrated booking and settlement
service for transactions booked between travel agents and travel suppliers
utilizing the Internet and the Sabre global distribution system. Additionally,
on March 10, 2005, we signed processing, product integration and referral
agreements with PayPal. The agreements, among other provisions, authorize us to
offer PayPal as a payment option to travel agencies and travel industry
providers located in the U.S. and Canada. With these new agreements, we expanded
our commitment to PayPal as our primary payment mechanism for roll-out of our
services, adding the U.S. and Canadian markets to the UK and Ireland.


                                       15
<PAGE>
On April 8, 2005 we acquired The Call Center LLC ("TCC"), a marketing services
company that provided telemarketing, customer service, payment collection and
marketing survey services for major US corporate clients. We believe that the
call center can provide us with a substantial sales and marketing capability to
reach travel buyers, (consumers and travel agencies), and travel suppliers on a
global scale.

On May 5, 2005 we acquired Reservation Center, Inc. ("RCI") a 13 year old travel
agency consortia (buying group) and 30 year old 24/7 reservation center service,
with 13,000 hotel and 22,000 travel agent clients, in order to leverage existing
contracts with RCI's travel agents, hotels and a number of travel industry
relationships for the launch of our transaction processing service. RCI provides
reservation center services on behalf of travel agency clients handling problems
that its travelers may have, and handling after hours and overflow calls for
travel arrangements. RCI also provides structured marketing programs for hotels
that are targeted specifically to the travel agency channel. Revenues are
generated from fees paid by hotel companies for participation in their annual
hotel marketing program, which includes a CD and web site based hotel directory
and various advertising and promotional programs, and from transaction fees for
bookings through the RCI hotel portal. Additionally, RCI receives services
revenue paid by travel agencies for its 24/7 call center services.

During 2005, we completed sales of convertible debt and warrants in the
aggregate principal amount of $8.4 million and received $0.8 million from the
exercise of warrants. We used the proceeds to provide funding for the TCC and
RCI acquisition costs, for roll-out of our transaction process service and for
working capital.

We have raised $0.6 million in 2006 from the of exercise warrants, the sale of
equity and a note payable to provide funding for roll-out of our transaction
process service, for the ongoing obligations related to the acquisitions and for
working capital.

Critical accounting policies
----------------------------
A "critical accounting policy" is one which is both important to the portrayal
of our 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 these policies, our management uses its judgment to determine the
appropriate assumptions to be used in the determination of certain estimates.
These 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 the following
accounting policies fit this definition.

Revenue recognition
-------------------
The majority of CCRA marketing services are invoiced during the fourth quarter
of each year for services to be performed during the following year. Such
revenues are deferred and recognized on a pro-rata basis over the subsequent
year when services have been rendered, the price is fixed or determinable and
collectibility is reasonably assured. Additional marketing services are provided
on a performance basis for which revenue is recognized when no material
performance obligations remain. Fees on bookings are deferred and not recognized
until the date the service is rendered.

RCI's inbound 24/7 customer support services are invoiced in advance and revenue
is deferred until services have been rendered. Additional customer support
services are billed in arrears and revenue is recognized when no material
performance obligations remain. TCC's outbound call center services are billed
in arrears and revenue is recognized based on services rendered.

Software development costs
--------------------------
Software development designed to interface and link the systems in our service,
including external software development, has been capitalized in accordance with
Statement of Position ("SOP") 98-1 "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." In assessing the future
operational use of the product, management has made estimations with respect to
future revenues and costs and the ongoing viability of the business. We 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,
expected to begin in 2006 and, based in part, upon successful beta testing
commenced in December 2005. We also review software development costs for any
impairment, and, during 2005, we have determined there is no impairment.


                                       16
<PAGE>
Credit Risks and Concentration
------------------------------
One customer of TCC accounted for 15% of the Company's total revenue for the
year ended December 31, 2005. On April 29, 2005, the Company's service contract
with this customer expired. The expiration of this contract was known to the
Company prior to the close of the TCC acquisition.

Impairment of long-lived assets
------------------------------
We assess the impairment of long-lived assets periodically in accordance with
the provisions of Statement of Financial Accounting Standards ("SFAS") 144,
"Accounting for the Impairment and Disposal of Long-Lived Assets." Whenever
events or changes in circumstances indicate that the carrying amounts of long
lived assets may not be recoverable, we 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, we 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. We are not aware of any impairment at December 31,
2005.

Fair value of equity instruments issued
---------------------------------------
In assessing the fair value of equity instruments, our Management has used the
market price of our shares at the commitment date to determine the fair value.
With regard to the fair value of warrants issued to our professional advisers,
we value them using the Black-Scholes model and used the market price of our
shares and other relevant data required by the model at the commitment date. See
footnote 5 to the Consolidated Financial Statements for further discussion.


Results of operations for the year ended December 31, 2005 compared to the year
ended December 31, 2004

Revenues
--------
Revenues were $4.2 million for the year ended December 31, 2005. There were no
revenues in the year ended December 31, 2004. All of the 2005 revenues were
attributable to businesses acquired during the second quarter of 2005, as
described in Overview and Outlook above. One customer of a newly acquired
company accounted for 15% of the our total revenue for the year ended December
31, 2005. On April 29, 2005, the service contract with this customer expired. We
plan to use our strategic outbound call center capability as a complimentary
service offering to our travel industry clientele. This capability should also
be a key component in generating rapid adoption of the core booking and
settlement product to the travel agency community after the product is launched.
The TCC facility has earned revenue through small operations for various
customers including Uniglobe Travel, Satellite Dish/Direct TV and others. The
center has also performed outbound call center services for other OneLink
businesses, and will be ramped-up for OneLink's product launch. Significant
changes were implemented at TCC to reduce the cost of maintaining the asset
until the launch takes place.

Sales and marketing
-------------------
Our sales and marketing expenses for the years ended December 31, 2005 and
December 31, 2004 were $1.1 million and $0.6 million, respectively, an increase
of $0.5 million, or 76%. Sales and marketing expense consisted primarily of
consulting and professional service fees for sales consultants and marketing
programs. The increase was primarily attributable to the costs associated with
the businesses acquired during the second quarter of 2005 (approximately $0.6
million for the year ended December 31, 2005.)

General and administrative
--------------------------
General and administrative expenses for the years ended December 31, 2005 and
December 31, 2004 were $8.8 million and $4.5 million, respectively, an increase
of $4.3 million, or 94%. General and administrative expense consisted primarily
of consulting and professional service fees for legal and accounting services,
investor and public relations, and financing fees. These amounts included
non-cash expense representing the fair value of options, warrants and shares
issued to consultants and professional service providers during the respective
periods. It also included amortization of the value of common stock issued
during the first quarter of 2004 to each of our directors for their services to
the Board during 2004. The increase was primarily attributable to the costs
associated with the businesses acquired during the second quarter of 2005
(approximately $3.6 million for the year ended December 31, 2005.)


                                       17
<PAGE>
Depreciation and Amortization
-----------------------------
Depreciation and amortization was approximately $320,000 and $14,000 in the
years ended December 31, 2005 and December 31, 2004, respectively, an increase
of $0.3 million. The increase is primarily attributable to the costs associated
with the businesses acquired during the second quarter of 2005 (approximately
$0.3 million for the year ended December 31, 2005.)

We have incurred $2.2 million on software development costs since our
development activities commenced. These costs have been capitalized. During 2003
we determined that $622,000 of software development costs were impaired due to
changes in our strategic direction. We concluded that there was no further
impairment during the year ended December 31, 2005. We expect to commence
amortizing the remaining costs when the software is operational and ready for
use, which we expect will be in 2006.

Impairment of goodwill
----------------------
During the year ended December 31, 2005, we recorded approximately $276,000 of
impairment against the value of goodwill obtained in the acquisition of TCC
primarily due to the loss TCC's only customer. There were no such charges in the
year ended December 31, 2004.

Interest expense
----------------
Net interest expense was $1.9 million and $1.3 million for the years ended
December 31, 2005 and December 31, 2004, respectively, an increase of $0.6
million, or 39%. Interest expense consisted primarily of interest accrued on
debt instruments and amortization of note discounts (see Note 5). The increase
is primarily attributable to convertible debt and debt associated with the TCC
and RCI acquisitions.



Results of operations for the year ended December 31, 2004 compared to the year
ended December 31, 2003

We had no revenues or profits from inception through the end of this period, as
we are a development stage company.

Sales and marketing
-------------------
Our sales and marketing expenses for the years ended December 31, 2004 and
December 31, 2003 were $604,823 and $655,570, respectively. Sales and marketing
expense consists primarily of consulting and professional service fees for sales
consultants and marketing programs. Payroll expense decreased in 2004 due to
termination of three employees in late 2003. This was offset, in part, by a
redeployment of three employees from general and administrative expense to sales
and marketing expense.

General and administrative
--------------------------
General and administrative expenses for the years ended December 31, 2004 and
December 31, 2003 were $4,541,031 and $5,841,779, respectively. General and
administrative expense consists primarily of consulting and professional service
fees for legal and accounting services, investor and public relations, and
financing fees. These amounts include non-cash expense representing the fair
value of warrants and shares issued to consultants and professional service
providers during the respective years. General and administrative expenses
decreased in 2004 due to reduced utilization of consultants and professional
services for fundraising and investor relations, reduced cost of financial
support in the UK, and by a redeployment of three employees from general and
administrative expense to sales and marketing expense. This was partially offset
by increased recruiting and corporate office administration and financial
support expenses in the US. All of the above expenses were paid in a combination
of cash and stock.


                                       18
<PAGE>
Depreciation and Amortization
-----------------------------
Depreciation and amortization was $13,534 and $12,514 in the years ended
December 31, 2004 and December 31, 2003, respectively, and is related to
computer equipment.

We have incurred $2,159,214 on software development costs since our development
activities commenced, of which $263,520 was incurred in 2004 and $132,205 was
incurred in 2003. These costs have been capitalized. During 2003 we determined
that $622,000 of software development costs were impaired due to changes in our
strategic direction. We concluded that there was no further impairment during
2004. We expect to commence amortizing the remaining costs when the software is
operational and ready for use.

(Gain) loss on extinguishment of debt -- net
--------------------------------------------
During the years ended December 31, 2004 and December 31, 2003, we issued shares
of our common stock to settle outstanding loans. A net gain on extinguishment of
debt of $274,884 in 2004 and a net loss of $308,283 in 2003, represents the
difference between the value of the loans and the fair value of the shares based
on the quoted share price on the date of issue of the shares.

Interest income (expense)
-------------------------
Interest expense was $1,336,734 and $359,630 for the years ended December 31,
2004 and December 31, 2003, respectively, and includes $118,820 and $100,533,
respectively of interest expense incurred on convertible loans, together with
note discounts of $1,217,914 and $259,077, respectively (see Note 8).

Net loss
--------
Our net loss was $6,092,973 and $7,177,776 for the years ended December 31, 2004
and December 31, 2003, respectively.


Liquidity and capital resources

Going concern
-------------
The Company's financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has incurred net losses of $8.1
million for the year ended December 31, 2005, and has a working capital deficit
of $5.5 million and a stockholders' deficit of $2.6 million as of December 31,
2005. The Company may not be able to meet its financial commitments as presently
structured, and will require further financing to ensure the continued
development of its products and services and to satisfy its financial
obligations. The Company intends to raise additional funds and has engaged
appropriate financial advisers and institutions to support this process and is
executing a strategy to secure further financing of $3-5 million. During 2005,
the Company received an aggregate of $8.4 million from the sale of convertible
notes and warrants and $0.8 million from the exercise of warrants, $0.8 million
from the issuance of notes payable, and $0.2 million from the sale of common
stock. However, there can be no assurances that subsequent fundraising will be
successful. These factors raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty, and the
carrying value of assets and liabilities do not purport to represent realizable
or settlement values.

We have a highly scalable business model without material long-term needs or
commitments to acquire capital assets, nor do we have plans to acquire any
significant equipment during 2006. During 2005, we raised $8.4 million in
convertible notes and warrants and received $0.8 million from the exercise of
warrants, completed acquisitions of TCC and RCI, as described in Note 1 to the
consolidated financial statements. It is anticipated that these acquisitions
will enable the Company to meet its financial commitments and continue the
development of its products and services. The Company believes that it can raise
additional funds and/or long-term financing, however, there can be no assurances
that subsequent fundraising or long-term financing will be successful.

We have raised $0.6 million in 2006 from the of exercise warrants, the sale of
equity and a note payable to provide funding for roll-out of our transaction
process service, for the ongoing obligations related to the acquisitions and for
working capital.


                                       19
<PAGE>
As of December 31, 2005, we had cash totaling approximately $681,000. Cash
increased in 2005 by approximately $585,000. The primary source of that amount
was proceeds from the issuance of convertible notes payable and warrants, offset
in part by cash used to fund operating losses, development costs of the OneLink
service and acquisitions.

Net cash used in operating activities was $3.5 million for 2005 and $1.6 million
for 2004. Net cash used for both periods in operating activities was primarily
for funding of operating losses and development of the OneLink service.

Net cash used in investing activities was $4.6 million for 2005 and $0.3 million
for 2004. Cash was used in investing activities during 2005 primarily for
acquisitions of TCC and RCI, software development of the OneLink service and to
purchase property and equipment.

Net cash provided by financing activities was $8.7 million for 2005 and $2.0
million for 2004. Net cash provided by financing activities during both 2005 and
2004 resulted primarily from the proceeds received from the sale of convertible
notes payable and warrants.

New Accounting Standards
------------------------
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
123(R), "Share-Based Payment." SFAS 123(R) addresses the accounting for
share-based payments to employees, including grants of employee stock options.
Under the new standard, companies will no longer be able to account for
share-based compensation transactions using the intrinsic method in accordance
with Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees." Instead, companies will be required to account for such
transactions using a fair-value method and recognize the expense in the
consolidated statement of income. SFAS 123(R), for small business issuers, is
effective for periods beginning after December 15, 2005 and accordingly, the
Company will adopt SFAS 123(R) in its first quarter of fiscal 2006. The impact
of this new standard on the Company's net loss for fiscal 2006 is estimated to
be approximately $197,000 before the grant of any new options. The impact of
this new standard, if it had been in effect, on the net loss and related per
share amounts for the year ended December 31, 2005 is disclosed in Note 1, Stock
Based Compensation.

In March 2005, Staff Accounting Bulletin ("SAB") No. 107 was issued, which
provides additional guidance to the new stock option expensing provisions under
SFAS 123(R). SAB 107 acknowledges that fair value estimates cannot predict
actual future events and as long as the estimates are made in good faith, they
will not be subsequently questioned no matter what the actual outcome.
Historical volatility should be measured on an unweighted basis over a period
equal to or longer than the expected option term or contractual term, depending
on the option-pricing model that is used. Implied volatility is based on the
market prices of a company's traded options or other financial instruments with
option-like features, and is derived by entering the market price of the traded
option into a closed-form model and solving for the volatility input. SAB 107
provides additional guidance for companies when estimating an option's expected
term. In general, companies are not allowed to consider additional term
reduction and the option term cannot be shorter than the vesting period.
Companies are permitted to use historical stock option exercise experience to
estimate expected term if it represents the best estimate for future exercise
patterns. SAB 107 provides that companies should enhance MD&A disclosures
related to equity compensation subsequent to adoption of Statement 123(R). SAB
107 provided that companies should provide all disclosures required by Statement
123 (R) in the first 10-Q filed after adoption of the new rules.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" which replaces APB Opinions No. 20 "Accounting Changes" and SFAS
No. 3, "Reporting Accounting Changes in Interim Financial Statements--An
Amendment of APB Opinion No. 28." SFAS 154 provides guidance on the accounting
for and reporting of accounting changes and error corrections. It establishes
retrospective application, or the latest practicable date, as the required
method for reporting a change in accounting principle and the reporting of a
correction of an error. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005 and
is required to be adopted by first quarter of fiscal 2006.




                                       20
<PAGE>


ITEM 7. FINANCIAL STATEMENTS



                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm                      22

Report of Independent Registered Public Accounting Firm                      23

Consolidated Balance Sheets - December 31, 2005 and December 31, 2004        24

Consolidated Statements of Operations - Years ended December 31, 2005 and
     December 31, 2004 and from inception through December 31, 2005          25

Consolidated Statements of Stockholders' Deficit - From inception through
     December 31, 2005                                                       26

Consolidated Statements of Cash Flows - Years ended December 31, 2005 and
     December 31, 2004 and from inception through December 31, 2005          28

Notes to Consolidated Financial Statements                                   30





                                       21
<PAGE>





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Stockholders
OneLink Corporation
San Francisco, California

We have audited the accompanying consolidated balance sheet of OneLink
Corporation and its subsidiaries (a Development Stage company, the "Company") as
of December 31, 2005 and the related consolidated statements of operations,
stockholders' deficiency and cash flows for the year then ended. The financial
statements of OneLink Corporation for the year ended December 31, 2004 were
audited by other auditors, whose report dated April 15, 2005 follows. The
financial statements of OneLink Corporation from November 6, 2000 (date of
inception) to December 31, 2003 were audited by other auditors whose report
dated April 14, 2004 on those statements included an explanatory paragraph that
described a working capital deficiency and operating losses from inception
discussed in Note 2 to the financial statements. 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 audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company has determined that it
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of OneLink
Corporation and its subsidiaries as of December 31, 2005, and the consolidated
results of their operations and their consolidated cash flows for the year then
ended 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. As discussed in Note 2 to the
consolidated financial statements, the Company is a development stage enterprise
that has incurred significant net losses for the year ended December 31, 2005
and has significant working capital and stockholders' deficiencies at December
31, 2005. These conditions raise doubt about its ability to continue as a going
concern. Management's plans concerning these matters are also described in Note
2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.




/s/ Mahoney Cohen & Company, CPA, P.C.
--------------------------------------
New York, New York
March 24, 2006

                                       22

<PAGE>




             Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders
One Link 4 Travel, Inc.
San Francisco, California

We have audited the accompanying consolidated balance sheets of One Link for
Travel, Inc. and its subsidiary (a Development Stage company, "The Company") as
of December 31, 2004, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated 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
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of One
Link 4 Travel, Inc. and its subsidiary as of December 31, 2004, and the results
of its operations and cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company is a development
stage enterprise and, as discussed in Note 2 to the financial statements, the
lack of revenue, the deficiency in working capital at December 31, 2004, 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 2. These consolidated financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.

/s/ Stonefield Josephson, Inc.
------------------------------
STONEFIELD JOSEPHSON, Inc.
CERTIFIED PUBLIC ACCOUNTANTS



San Francisco, California
April 15, 2005




                                       23

<PAGE>
<TABLE>
<CAPTION>

                               ONELINK CORPORATION
                          (a development stage company)
                           CONSOLIDATED BALANCE SHEETS

                                                                   December 31,   December 31,
                                                                       2005           2004
                                                                  ------------    ------------
<S>                                                              <C>             <C>
ASSETS

Current assets:
Cash                                                             $    680,814    $     95,618
Accounts receivable, net of allowance for
 doubtful accounts of $43,840 and $0 as of
 December 31, 2005 and 2004                                            62,080             140
Prepaid expenses and other current assets                             338,454         555,788
                                                                 ------------    ------------
Total current assets                                                1,081,348         651,546
                                                                 ------------    ------------
Other assets:
Property and equipment, net                                         1,026,842          12,391
Software development costs                                          1,604,200       1,537,214
Goodwill                                                            6,146,297              --
Intangible assets, net                                              1,984,267              --
Other assets                                                           63,991              --
                                                                 ------------    ------------
Total other assets                                                 10,825,597       1,549,605
                                                                 ------------    ------------
Total assets                                                     $ 11,906,945    $  2,201,151
                                                                 ============    ============


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued expenses                            $  2,837,031    $    852,692
Related party payables                                                115,537          79,543
Deferred revenues                                                     903,103              --
Notes payable - related party                                       1,472,598         250,000
Convertible notes, net                                              1,258,515       1,696,390
Convertible notes - related parties, net                                   --         329,586
Capital lease obligations-short term portion                           11,714              --
                                                                 ------------    ------------
Total current liabilities                                           6,598,498       3,208,211
                                                                 ------------    ------------
Long-term liabilities:
Convertible notes, net                                              6,563,805              --
Convertible notes - related parties, net                              942,263              --
Capital lease obligations-long term portion                             6,833              --
Other long-term liabilities                                           370,679              --
                                                                 ------------    ------------
Total long- term liabilities                                        7,883,580              --
                                                                 ------------    ------------
Total liabilities                                                  14,482,078       3,208,211
                                                                 ------------    ------------
Stockholders' deficit:

Preferred stock $0.001 par value, 5,000,000 shares authorized,
0 shares issued and outstanding                                            --              --
Common stock, $0.001 par value, 100,000,000 shares authorized
Issued and outstanding shares: 33,060,346 as of
December 31, 2005 and 26,159,296 as of December 31, 2004               33,060          26,160
Additional paid-in capital                                         23,314,145      16,531,935
Common stock receivable $0.001 par value, 100,000
shares issued as of December 31, 2004                                      --        (100,000)
Deferred stock-based compensation                                    (157,950)             --
Accumulated other comprehensive loss                                 (309,506)       (150,481)
Deficit accumulated during the development stage                  (25,454,882)    (17,314,674)
                                                                 ------------    ------------
Total stockholders' deficit                                        (2,575,133)     (1,007,060)
                                                                 ------------    ------------
Total liabilities and stockholders' deficit                      $ 11,906,945    $  2,201,151
                                                                 ============    ============
</TABLE>



             The accompanying Notes form an integral part of these
                       Consolidated Financial Statements

                                       24

<PAGE>

<TABLE>
<CAPTION>


                               ONELINK CORPORATION
                          (a development stage company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                          Accumulated from
                                                                          November 6, 2000
                                                                             (date of
                                                                           inception) to
                                               Year ended December 31,      December 31,
                                                 2005           2004           2005
                                            ------------    ------------    ------------
<S>                                         <C>             <C>             <C>
Sales                                       $  4,221,784    $         --    $  4,221,784
Cost of sales                                         --              --              --
                                            ------------    ------------    ------------
Gross profit                                   4,221,784              --       4,221,784

Operating expenses
Sales and marketing expenses                   1,064,268         604,823       2,920,340
General and administrative expenses            8,843,839       4,541,031      22,436,691
Depreciation and amortization                    319,742          13,534         359,552
Impairment of goodwill                           276,286              --         276,286
(Gain) loss on extinguishment of debt-net             --        (274,884)         33,399
                                            ------------    ------------    ------------
Total operating expenses                      10,504,135       4,884,504      26,026,268
                                            ------------    ------------    ------------
Loss from operations                          (6,282,351)     (4,884,504)    (21,804,484)

Other income, net                                  5,744             647         284,490
Interest expense, net                         (1,863,601)     (1,336,734)     (3,934,888)
                                            ------------    ------------    ------------
Net loss                                    $ (8,140,208)   $ (6,220,591)   $(25,454,882)

Other comprehensive income (loss):
Foreign currency translation                    (159,025)        127,618        (309,506)
                                            ------------    ------------    ------------
Comprehensive loss                          $ (8,299,233)   $ (6,092,973)   $(25,764,388)
                                            ------------    ------------    ------------

Shares used in computing basic and
 diluted net loss per share                   28,720,388      22,603,050

Loss per share basic and diluted            $      (0.28)   $      (0.27)
</TABLE>


             The accompanying Notes form an integral part of these
                       Consolidated Financial Statements

                                       25

<PAGE>
<TABLE>
<CAPTION>

                               ONELINK CORPORATION
                          (a development stage company)
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
  ACCUMULATED FROM NOVEMBER 6, 2000 DATE OF INCEPTION THROUGH DECEMBER 31, 2005


                                                                                        Additional      Common
                                                                   Common Stock           paid in        stock
                                                           No of shares      Amount       capital      receivable
                                                           ------------     ---------   ------------  ------------
<S>                             <C>                                         <C>         <C>           <C>
Balance, at inception (November 6, 2000)                             --     $      --   $        --   $        --

Issuance of common stock                                              2             3            --
                                                            -----------     ---------   ------------  ------------
Balance, December 31, 2001                                            2             3            --            --
                                                            -----------     ---------   ------------  ------------
Issuance of common stock prior to reverse takeover
transactions                                                     26,370        40,346       529,126

Recapitalization pursuant to reverse takeover transaction    13,972,728       (26,349)       26,349
Issuance of common stock                                         20,000            30        29,970
Issuance of common stock on conversion of loans                 745,185           744       551,157
Issuance of common stock for services                           638,000           638       637,362

Issuance of common stock in satisfaction of liabilities       1,093,204         1,093     1,092,111
Beneficial conversion feature                                        --            --       328,766
Issuance of warrants                                                 --            --       130,000
Common stock paid for but not issued                            260,000           260       259,740
Currency translation adjustment                                      --            --            --
Net loss                                                             --            --            --
                                                            -----------     ---------   ------------  ------------

Balance, December 31, 2002                                   16,765,489        16,765     3,584,581            --
                                                            -----------     ---------   ------------  ------------
Issuance of common stock                                      1,007,877         1,008     1,080,764
Issuance of common stock on conversion of loans                 224,595           225       620,432
Issuance of common stock for services                         2,016,000         2,016     1,967,714

Issuance of common stock in satisfaction of liabilities         384,715           385       348,968
Issuance of common stock in connection with the conversion
 of accounts payable to convertible loans                        50,000            50        75,950
Cancellation of common stock                                   (912,000)         (912)           12
Beneficial conversion feature                                        --            --     1,060,238
Proceeds of convertible debt with detachable warrants                --            --        65,352
Issuance of warrants                                                 --            --     1,277,944
Stock issued upon exercise of warrants                          500,000           500       499,500
Share capital issued but unpaid                                      --            --                    (257,600)
Currency translation adjustment                                      --            --
Net loss                                                             --            --
                                                            -----------     ---------   ------------  ------------

Balance, December 31, 2003                                   20,036,676        20,037    10,581,455      (257,600)
                                                            -----------     ---------   ------------  ------------

Issuance of common stock                                      2,005,968         2,006     1,068,541
Issuance of common stock on conversion of loans                 867,704           868       875,244
Issuance of common stock for services                         3,188,948         3,189     3,386,604
Issuance of common stock in satisfaction of liabilities          60,000            60        59,940
Beneficial conversion feature                                                               230,368
Issuance of warrants                                                 --            --       487,383
Share capital issued but unpaid                                      --            --      (157,600)      157,600
Currency translation adjustment                                      --            --
Net loss                                                             --            --
                                                            -----------     ---------   ------------  ------------

Balance, December 31, 2004                                   26,159,296        26,160    16,531,935      (100,000)

Sale of common stock                                            324,167           324       238,801
Issuance of common stock for acquisitions                     1,850,000         1,850     1,030,150
Issuance of common stock on conversion of loans               2,564,151         2,564     1,375,436
Issuance of common stock for services                         1,134,399         1,134       896,687
Issuance of common stock in satisfaction of liabilities          20,000            20        14,980
Issuance of stock options for services                               --            --       161,450
Issuance of warrants                                                 --            --     2,216,964
Stock issued upon exercise of warrants                        1,108,333         1,108       830,142

Interest expense related to warrants conversions                     --            --       117,500
Share capital issued but unpaid                                (100,000)         (100)      (99,900)      100,000
Currency translation adjustment                                      --            --
Net loss                                                             --            --
                                                            -----------     ---------   ------------  ------------

Balance, December 31, 2005                                   33,060,346      $ 33,060   $ 23,314,145  $       ---
                                                            ===========     =========   ============  ============

</TABLE>

             The accompanying Notes form an integral part of these
                        Consolidated Financial Statements


                                       26
<PAGE>
<TABLE>
<CAPTION>

                               ONELINK CORPORATION
                          (a development stage company)
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
  ACCUMULATED FROM NOVEMBER 6, 2000 DATE OF INCEPTION THROUGH DECEMBER 31, 2005
                                  (continued)





                                                               Deferred  Accumulated Other
                                                             Stock-based  Comprehensive    Accumulated
                                                             Compensation  Income(Loss)       Deficit          Total
                                                             ------------  ------------    -------------    --------------
<S>                             <C>                          <C>                                              <C>
Balance, at inception (November 6, 2000)                     $             $                $        --       $        --

Issuance of common stock                                                                                                3
                                                             ------------  ------------    -------------    --------------
Balance, December 31, 2001                                                                           --                 3
                                                             ------------  ------------    -------------    --------------
Issuance of common stock prior to reverse takeover
transactions                                                                                                      569,472

Recapitalization pursuant to reverse takeover transaction                                                              --
Issuance of common stock                                                                                           30,000
Issuance of common stock on conversion of loans                                                                   551,901
Issuance of common stock for services                                                                             638,000

Issuance of common stock in satisfaction of liabilities                                                         1,093,204
Beneficial conversion feature                                                                                     328,766
Issuance of warrants                                                                                              130,000
Common stock paid for but not issued                                                                              260,000
Currency translation adjustment                                                 (7,776)                            (7,776)
Net loss                                                                                     (4,186,630)       (4,186,630)
                                                             ------------  ------------    -------------    --------------

Balance, December 31, 2002                                                      (7,776)      (4,186,630)         (593,060)
                                                             ------------  ------------    -------------    --------------
Issuance of common stock                                                                                        1,081,772
Issuance of common stock on conversion of loans                                                                   620,657
Issuance of common stock for services                                                                           1,969,730

Issuance of common stock in satisfaction of liabilities                                                           349,353
Issuance of common stock in connection with the conversion
 of accounts payable to convertible loans                                                                          76,000
Cancellation of common stock                                                                                         (900)
Beneficial conversion feature                                                                                   1,060,238
Proceeds of convertible debt with detachable warrants                                                              65,352
Issuance of warrants                                                                                            1,277,944
Stock issued upon exercise of warrants                                                                            500,000
Share capital issued but unpaid                                                                                  (257,600)
Currency translation adjustment                                               (270,323)                          (270,323)
Net loss                                                                                     (6,907,453)       (6,907,453)
                                                             ------------  ------------    -------------    --------------

Balance, December 31, 2003                                           ---      (278,099)      (11,094,083)       (1,028,290)
                                                             ------------  ------------    -------------    --------------

Issuance of common stock                                                                                        1,070,547
Issuance of common stock on conversion of loans                                                                   876,112
Issuance of common stock for services                                                                           3,389,793
Issuance of common stock in satisfaction of liabilities                                                            60,000
Beneficial conversion feature                                                                                     230,368
Issuance of warrants                                                                                              487,383
Share capital issued but unpaid                                                                                        --
Currency translation adjustment                                                127,618                            127,618
Net loss                                                                                      (6,220,591)      (6,220,591)
                                                             ------------  ------------    -------------    --------------

Balance, December 31, 2004                                           ---      (150,481)      (17,314,674)      (1,007,060)

Sale of common stock                                                                                              239,125
Issuance of common stock for acquisitions                                                                       1,032,000
Issuance of common stock on conversion of loans                                                                 1,378,000
Issuance of common stock for services                           (157,950)                                         739,871
Issuance of common stock in satisfaction of liabilities                                                            15,000
Issuance of stock options for services                                                                            161,450
Issuance of warrants                                                                                            2,216,964
Stock issued upon exercise of warrants                                                                            831,250

Interest expense related to warrants conversions                                                                  117,500
Share capital issued but unpaid
Currency translation adjustment                                               (159,025)                          (159,025)
Net loss                                                                                     (8,140,208)       (8,140,208)
                                                             ------------  ------------    -------------    --------------

Balance, December 31, 2005                                   $  (157,950)  $  (309,506)    $ (25,454,882)     $ (2,575,133)
                                                             ============  ============    =============    --------------
</TABLE>


             The accompanying Notes form an integral part of these
                        Consolidated Financial Statements

                                       27

<PAGE>
<TABLE>
<CAPTION>
                               ONELINK CORPORATION
                          (a development stage company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                                 Accumulated from
                                                                                                  November 6, 2000
                                                                                                (date of inception)
                                                                      Year ended December 31,     to December 31,
                                                                      2005               2004          2005
                                                                   ------------    ------------    ------------
<S>                                                                <C>             <C>             <C>
Cash flows from operating activities:
Net loss                                                           $ (8,140,208)   $ (6,220,591)   $(25,454,882)

Adjustments to reconcile net loss to net cash
used in operating activities:
  Depreciation and amortization                                         319,742          16,296         362,314
  Impairment of software development costs                                   --              --         622,000
  Impairment of goodwill                                                276,286              --         276,286
  Allowance for doubtful accounts                                        24,840              --          24,840
  Deferred compensation                                                  76,050              --          76,050
  Issuance of common stock for services                                 726,071       3,389,793       6,723,594
  Issuance of stock options for services                                161,450              --         161,450
  Interest expense related to warrant exercise                          117,500              --         117,500
  Issuance of warrants for services                                     238,500         308,802       1,955,246
  Amortization of note discounts                                        996,944       1,177,174       2,761,961
  Gain (loss) on extinguishment of debt                                      --        (274,884)         (5,627)
  Issuance of shares in satisfaction of liabilities                          --          71,889       1,514,446
  Issuance of shares in connection with conversion of accounts
     payable to convertible loans                                            --              --          76,000
    Deferred rent                                                        (8,893)             --          (8,893)
  Change in current assets and liabilities, net of acquisitions:
    Accounts receivable                                               2,259,776         335,324       2,259,636
    Prepaid expenses and other current assets                           246,371        (339,159)       (309,418)
    Other assets                                                            200              --             200
    Accounts payable and accrued expenses                               655,458        (111,920)      2,994,742
    Deferred revenue                                                 (1,493,709)             --      (1,493,709)
    Accrued liabilities                                                      --          (2,000)         (2,000)
    Other current liabilities                                                --              --           2,000
    Other liabilities                                                    14,622              --          14,622
                                                                   ------------    ------------    ------------

    Net cash used in operating activities                            (3,529,000)     (1,649,276)     (7,331,642)
                                                                   ------------    ------------    ------------

Cash flows from investing activities:
  Acquisitions of businesses, net of cash acquired of $97,271        (4,052,279)             --      (4,052,279)
  Purchase of property and equipment                                   (345,793)        (10,972)       (400,756)
  Software development costs                                           (218,119)       (263,520)     (1,765,625)
                                                                   ------------    ------------    ------------
    Net cash used by investing activities                            (4,616,191)       (274,492)     (6,218,660)
                                                                   ------------    ------------    ------------
Cash flows from financing activities:
  Proceeds from notes payable - related party                           750,000              --         750,000
  Proceeds from convertible notes                                     8,400,000         796,950      10,997,634
  Proceeds from issuance of warrants                                         --           8,050          73,402
  Proceeds from loans                                                        --         250,000         265,000



                                       28


<PAGE>
  Proceeds from issuance of common stock                                239,125         912,947       2,781,444
  Payment of capital lease obligations                                   (7,809)             --          (7,809)
  Common stock receivable                                                    --         157,600        (100,000)
  Stock issued upon exercise of warrants                                831,250              --       1,073,650
  Repayment of notes and convertible notes                           (1,504,473)       (120,026)     (1,624,499)
                                                                   ------------    ------------    ------------
    Net cash provided by financing activities                         8,708,093       2,005,521      14,208,822
                                                                   ------------    ------------    ------------

Effect of exchange rate changes on cash                                  22,294              --          22,294

Net increase in cash                                                    585,196          81,753         680,814

Cash at beginning of period                                              95,618          13,865              --
                                                                   ============    ============    ============
Cash at end of period                                              $    680,814    $     95,618    $    680,814
                                                                   ============    ============    ============
Supplemental disclosures of cash flow information:
  Cash paid for interest                                           $         --    $         --    $         --
                                                                   ============    ============    ============

Supplemental disclosures of non-cash investing &
financing activities:
  Conversion of accounts payable into convertible notes            $         --    $         --    $  1,999,911
                                                                   ============    ============    ============
  Conversion of notes payable and convertible
     notes to equity                                               $  1,378,000    $    864,223    $  2,242,223
                                                                   ============    ============    ============
  Issuance of common stock in satisfaction of liabilities          $     15,000    $     71,889    $  1,529,446
                                                                   ============    ============    ============
  Issuance of common stock for services                            $         --    $  3,389,793    $  5,997,523
                                                                   ============    ============    ============
  Deferred compensation                                            $    234,000    $         --    $    234,000
                                                                   ============    ============    ============
  Issuance of common stock for prepaid services                    $     62,250    $         --    $     62,250
                                                                   ============    ============    ============
  Discount recorded on convertible notes                           $  1,978,464    $         --    $  1,978,464
                                                                   ============    ============    ============
  Assumption of notes payable in acquisition                       $    773,321    $         --    $    773,321
                                                                   ============    ============    ============
  Issuance of common stock in acquisition                          $  1,032,000    $         --    $  1,032,000
                                                                   ============    ============    ============
  Accrued liability for excess of accounts
  receivable in acquisition                                        $    663,621    $         --    $    663,621
                                                                   ============    ============    ============
  Issuance of notes payable in acquisition                         $  1,783,663    $         --    $  1,783,663
                                                                   ============    ============    ============
  Cancellation of common stock receivable                          $    100,000    $         --    $    100,000
                                                                   ============    ============    ============
</TABLE>

              The accompanying Notes form an integral part of these
                        Consolidated Financial Statements


                                       29

<PAGE>


                               ONELINK CORPORATION

                          (a development stage company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

1. Organization, Acquisitions and Summary of Significant Accounting Policies

Basis of presentation
---------------------
OneLink Corporation (the "Company") was organized in Delaware on September 7,
2001 and operated as BSP ONElink, Inc. from September 10, 2002. On September 12,
2002, the Company acquired FS2 Limited, a company registered in the United
Kingdom, which is now named Onelink4travel Limited and is a wholly owned
subsidiary of OneLink Corporation. The Company changed its name to One Link 4
Travel, Inc. in January 2004 and to OneLink Corporation in March 2006. The
accompanying consolidated financial statements of the Company have been prepared
under accounting principles generally accepted in the United States of America
and include the accounts of OneLink Corporation (a development stage company)
and its wholly owned subsidiaries, Onelink4travel Limited (a United Kingdom
entity), The Call Center, LLC ("TCC") and Reservation Center, Inc. ("RCI"). All
material intercompany balances and transactions have been eliminated.

Business
--------
The Company provides marketing, distribution, financial settlement and other
related business-to-business services for hotels, travel service providers and
travel agencies. The Company's core business has been the development and
introduction of a booking and settlement system for the non-airline segment of
the travel industry.

The Company acquired two new businesses during the quarter ended June 30, 2005.
Newly acquired businesses include Computerized Corporate Rate Association
("CCRA"), a travel marketing service of RCI, which, among other services,
operates a hotel marketing program and directory, and operates a portal for the
booking of hotel reservations. Other newly acquired businesses provide 24/7
inbound customer service and support activities for travel agents and outbound
telemarketing, customer service, payment collection and marketing survey
services for the travel industry and other corporate clients.

Acquisition of The Call Center, LLC
-----------------------------------
On April 8, 2005, the Company entered into an Acquisition Agreement (the "TCC
Agreement") with The Call Center, LLC, a Delaware limited liability company
("TCC"), Paul S. Flannery, as Trustee of the Paul Flannery Trust under trust
agreement dated July 2, 2001 and amended and restated November 26, 2003, the
sole member of TCC ("Flannery Trust") and Paul S. Flannery ("Flannery").
Pursuant to the TCC Agreement, the Company closed the acquisition of all of the
Flannery Trust's interest in TCC, and thereby acquired sole ownership of TCC,
including the operations, assets and business of TCC.

TCC is a marketing services company providing telemarketing, customer service,
payment collection and marketing survey services for major US corporate clients.

Pursuant to the terms of the TCC Agreement, as amended, the acquisition
consideration and allocation of that consideration, which does not include any
future purchase price adjustments (see below), was recorded as follows based
upon a valuation analysis conducted by the Company:

     Acquisition consideration:
         Issuance of common stock               $   717,000
      Accrued liability for Excess Accounts
           Receivable                               663,621
                                                -----------
         Total acquisition consideration        $ 1,380,621
                                                ===========

                                       30
<PAGE>
     Allocation of acquisition consideration:
      Cash                                      $    42,257
      Accounts receivable                         1,421,413
      Prepaid expenses and other assets              77,775
      Property and equipment                        775,762
      Goodwill                                      276,286
      Accounts payable and accrued expenses        (441,373)
      Note payable - bank                          (325,000)
      Note payable - former stockholder            (350,000)
      Capital lease obligation                      (26,356)
      Other long-term liabilities                   (70,143)
                                                -----------

      Total                                     $ 1,380,621
                                                ===========

The Company wrote off the goodwill, as noted above, due primarily to the loss of
TCC's only customer.

Pursuant to the terms of the TCC Agreement, in exchange for the TCC interests,
and subject to certain conditions, the Company issued 1,000,000 shares of its
common stock to the Flannery Trust and issued 1,000,000 shares of its common
stock to an escrow agent for the benefit of the Flannery Trust, subject to terms
and conditions of an escrow agreement (the "Contingent Consideration Shares".)
In addition, the purchase price provided for an additional payment related to
excess accounts receivable, as defined.

Pursuant to the terms of the TCC Agreement, the Company is required to pay to
the Flannery Trust additional cash consideration in the event that the market
price of the Company's common stock is less than $2.50 per share on the second
anniversary of the Closing. This additional consideration will equal (a) a share
amount, as defined, multiplied by (b) the positive difference, if any, between
$2.50 and the market value of the Company's common stock on the second
anniversary of Closing, subject to certain adjustments. As above, in accordance
with SFAS 141, no effect has been given to the contingent consideration in these
financial statements. If the share price is less than $2.50, any additional
consideration would result in additional goodwill at that time.

As conditions to the TCC Agreement: (i) the Company entered into an employment
agreement with Flannery pursuant to which Flannery will serve as the Chief
Executive Officer of TCC; (ii) the Flannery Trust and Flannery entered into a
non-competition agreement with the Company pursuant to which the Flannery Trust
and Flannery will agree not to engage in the business of TCC other than for and
on behalf of TCC for a period of three years, subject to certain exceptions; and
(iii) Flannery may be appointed to the Board of Directors of the Company.

On December 31, 2005, the Company signed an amendment to the TCC Agreement (the
"Amendment") due to the loss of TCC's major customer. As a part of this
Amendment, Flannery's employment agreement, salary and 500,000 of the Contingent
Consideration Shares were cancelled, 500,000 of the Contingent Consideration
shares were issued and a portion of the $2.50 per share contingent consideration
was extended to the third anniversary of the close.

On March 17, 2006, the Company signed a second amendment to the TCC Agreement
(the "Second Amendment") related to the determination of the excess accounts
receivable. In the Second Amendment the parties agreed that the amount due for
the contingency was approximately $663,000 (see Note 4).


Acquisition of Reservation Center, Inc.
---------------------------------------
On May 5, 2005 (the "Closing Date"), the Company completed its acquisition of
Reservation Center, Inc., a California corporation ("RCI"), pursuant to an
Acquisition Agreement entered into on April 1, 2005 (the "RCI Agreement") by and
among the Company, RCI, and the shareholders of RCI, who are Cary Goldberg and
Jerry Goldberg, as Trustee of the Goldberg Family Trust (collectively, the "RCI
Shareholders"). On the Closing Date, the Company acquired all of the issued and
outstanding shares of RCI from the RCI Shareholders, and thereby acquired all of
the operations, assets and business of RCI.

RCI is engaged in the business of travel reservations, hotel marketing and other
travel-related services. Through its CCRA business unit, RCI provides a
negotiated-preferred rate hotel program to travel agencies via a published
directory, the CCRA Internet-based portal and proprietary travel distribution
networks. RCI was founded in 1972 to provide a 24-hour call center service for
travel agencies that it continues to provide today amongst other services. The
Company acquired RCI in part to leverage existing contracts with RCI's agents,
hotels and a number of travel industry relationships for the launch of the
Company's transaction processing service.

                                       31

<PAGE>
Pursuant to the terms of the RCI Agreement, the acquisition consideration and
allocation of that consideration was recorded as follows based upon a valuation
analysis conducted by the Company:

     Acquisition consideration:
         Cash paid to stockholders              $ 3,850,000
         Cash paid for warrant agreement            300,000
         Notes issued                             1,783,663
         Common stock issued                        315,000
         Acquisition costs                          141,000
                                                -----------
         Total acquisition consideration        $ 6,389,663
                                                ===========

     Allocation of acquisition consideration:
        Cash                                    $    55,464
        Accounts receivable                         925,143
        Prepaid expenses and other assets            77,703
        Property and equipment                        2,612
        Goodwill                                  6,146,297
        Intangible assets                         2,188,000
        Accounts payable and accrued expenses      (510,423)
        Deferred revenue                         (2,396,812)
        Note payable - bank                         (98,321)
                                                -----------
                                                $ 6,389,663
                                                ===========


Also, as conditions to the consummation of the transactions contemplated by the
Agreement: (i) the Company entered into non-competition agreements with each of
Cary Goldberg and Jerry Goldberg pursuant to which Messrs. Goldberg agreed not
to engage in the business of the Company or RCI for a period of five years,
subject to certain terms and conditions, and (ii) RCI entered into a consulting
agreement with Cary Goldberg.

The Company has informed the seller of RCI about warranty and indemnity issues
related to the RCI Agreement and has deferred the initial payments on the
promissory notes. This may result in an adjustment to the consideration pursuant
to the terms of the agreement.

Acquired deferred revenue has been recorded at fair value to the extent it
represents a legal obligation assumed by the Company in accordance with EITF
01-03 "Accounting in a Business Combination for Deferred Revenue of an
Acquiree."

Pro-Forma Comparative Statements of Operations (unaudited)
-----------------------------------------------------------
The following table presents Condensed Consolidated Statements of Operations as
if the acquisitions described above had taken place as of January 1, 2004:

                                        For the Year Ended    For the Year Ended
                                        December 31, 2005     December 31, 2004
                                        ------------------    ------------------
Revenues                                    $ 8,406,087            $12,546,880
Total Operating Expenses                    $15,029,085            $17,479,684
Net Loss                                    $(8,510,842)           $(6,280,666)
Loss per share-basic and diluted            $     (0.30)           $     (0.28)


Summary of Significant Accounting Policies


                                       32
<PAGE>
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 may differ from those
estimates and such differences may be material. The significant estimates
reflected in these financial statements relate primarily to convertible debt and
debt issued with stock purchase warrants and the fair value of equity
instruments issued.

Foreign Currency Translation
----------------------------
The functional currency of the Company, TCC, and RCI is the U.S. dollar and the
functional currency of Onelink4Travel Limited in the British pound. Assets and
liabilities are translated into U.S. dollars at current exchange rates on the
balance sheet date and revenue and expenses are translated at average rates for
the respective years. The net exchange differences resulting from these
transactions are recorded as a translation adjustment which is a component of
stockholders' deficiency.

Property and Equipment
----------------------
Property and equipment is recorded at cost. Expenditures for major additions and
improvements are capitalized and minor replacements, maintenance and repairs are
charged to expense as incurred. Assets held under capital leases are recorded at
the lower of the net present value of the minimum lease payments or the fair
value of the leased assets at the inception of the lease. Depreciation and
amortization is calculated using the straight-line method over the estimated
useful lives of the assets, which generally range from three to five years.
Leasehold improvements are amortized over the lesser of the lease terms or the
assets' useful lives. When property and equipment is retired or otherwise
disposed of, the cost and accumulated depreciation are removed from the accounts
and any resulting gain or loss is included in the results of operations for the
respective period.

Intangible Assets
-----------------
The Company maintains indefinite useful lived and definite useful lived
intangibles related to its acquisition of RCI. Indefinite useful lived
intangibles are related to the CCRA tradename. Definite useful lived
intangibles, which are being amortized over 5 years, are the RCI tradename,
customer relationships and database and covenants not to compete. The following
represents intangible assets at December 31, 2005:

Tradenames                            $   710,000
Customer relationships and database       978,000
Covenant not to compete                   500,000
                                      -----------
                                        2,188,000
Accumulated amortization                 (203,733)
                                      -----------

Intangibles assets, net               $ 1,984,267
                                      ===========

Amortization expense for the year ended December 31, 2005 was $203,733.

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets," which is required to be applied for fiscal years beginning after
December 15, 2001. SFAS 142 eliminates the amortization of goodwill and certain
other intangible assets. It also requires the Company to complete a test for
impairment of these assets annually. The results of these tests did not indicate
additional impairment of the Company's recorded goodwill related to the
acquisition of RCI. The Company will perform its next impairment test as of
December 31, 2006.

The summary of estimated future amortization expense for intangibles is as
follows:

                 Fiscal Year Ending December 31
                             2006                        $305,600
                             2007                         305,600
                             2008                         305,600
                             2009                         305,600
                             2010                         101,867


                                       33

<PAGE>
Revenue recognition
-------------------
The majority of CCRA marketing services are invoiced during the fourth quarter
of each year for services to be performed during the following year. Such
revenues are deferred and recognized on a pro-rata basis over the subsequent
year when services have been rendered, the price is fixed or determinable and
collectibility is reasonably assured. Additional marketing services are provided
on a performance basis for which revenue is recognized when no material
performance obligations remain. Fees on bookings are deferred and not recognized
until the date the service is rendered.

RCI's inbound 24/7 customer support services are invoiced in advance and revenue
is deferred until services have been rendered. Additional customer support
services are billed in arrears and revenue is recognized when no material
performance obligations remain. TCC's outbound call center services are billed
in arrears and revenue is recognized based on services rendered.

Software development costs
--------------------------
Software development designed to interface and link the systems in our service,
including external software development, has been capitalized in accordance with
Statement of Position ("SOP") 98-1 "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." In assessing the future
operational use of the product, management has made estimations with respect to
future revenues and costs and the ongoing viability of the business. The Company
has 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,
expected to begin in 2006 and, based in part, upon successful beta testing
commenced in December 2005. The Company also reviews software development costs
for any impairment, and, during 2005, we have determined there is no impairment.

Impairment of long lived assets
-------------------------------
The Company assesses the impairment of long-lived assets periodically in
accordance with the provisions of Statement of Financial Accounting Standards
("SFAS") 144, "Accounting for the Impairment and Disposal of Long-Lived Assets."
Whenever events or changes in circumstances indicate that the carrying amounts
of long lived 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, we 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. We are not aware of
any impairment at December 31, 2005.

Cash, Credit Risks and Concentration
------------------------------------
The Company considers highly liquid investments with maturities of three months
or less to be cash equivalents. The Company places its cash in high credit
quality financial institutions. At times the amounts are in excess of the FDIC
insurance limits. The Company has not experienced any losses in such accounts.

One customer of TCC accounted for 15% of the Company's total revenue for the
year ended December 31, 2005. On April 29, 2005, the Company's service contract
with this customer expired. The expiration of this contract was known to the
Company prior to the close of the TCC acquisition.

Income taxes
------------
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.


Fair value of equity instruments issued
---------------------------------------
In assessing the fair value of equity instruments, the Company has used the
market price of our shares at the commitment date to determine the fair value.
With regard to the fair value of warrants issued to our professional advisers,
we value them using the Black-Scholes model and used the market price of our
shares and other relevant data required by the model at the commitment date. See
footnote 5 to the Consolidated Financial Statements for further discussion.


                                       34
<PAGE>
Convertible debt and debt issued with stock purchase warrants
-------------------------------------------------------------
The portion of the proceeds of debt securities issued with detachable stock
purchase warrants which is allocable to the warrants is accounted for as paid-in
capital. The allocation is based on the relative fair values of the two
securities at the time of issuance. Any resulting discount or premium on the
debt securities is accounted for as such. Where the instrument includes a
beneficial conversion option, the beneficial conversion option is accreted from
the date of issuance to the stated date of redemption of the convertible
instrument, regardless of when the earliest conversion date occurs.

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 value of convertible loans and other
debt approximates to fair value and is based on borrowing rates currently
available with similar terms and average maturities.

Advertising
-----------
Advertising expenses are charged to operations in the period in which they
occur. Advertising expenses for the years ended December 31, 2005 and 2004 were
approximately $6,000 and $0, respectively.

Deferred Rent
-------------
The Company accounts for scheduled rent increases contained in its leases on a
straight-line basis over the non-cancellable lease term. The Company did not
receive any tenant allowances from its landlords for these leases.


Stock Based Compensation
------------------------
In March 2005, the Company established a stock option plan. The Company accounts
for stock based employee compensation arrangements under the intrinsic value
method pursuant to Accounting Principals Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees". Under this method, compensation cost
is the excess, if any, of the quoted market price of the stock at the grant date
or other measurement date over the amount an employee must pay to acquire the
stock.

If the Company had elected to recognize compensation expense based upon the fair
value at the grant date for options in 2005, and warrants for 2004, consistent
with the methodology prescribed by SFAS No. 123, the Company's net loss and loss
per share would be increased to the pro forma amounts indicated below for the
years ended December 31, 2005 and 2004:

                                                  Year ended December 31,
                                                   2005            2004
                                               -----------     -----------

     Net loss as reported                      $(8,140,208)    $(6,092,973)
     Pro forma expense                             421,284         209,138
                                               -----------     -----------
     Pro forma net loss                        $(8,561,492)    $(6,302,111)
                                               ===========     ===========
     Loss per share basic and diluted
      As reported                              $     (0.28)    $     (0.27)
      Pro forma                                $     (0.30)    $     (0.28)



                                       35
<PAGE>
The fair value of the options-pricing model was calculated with the following
weighted-average assumptions used for the grant: risk-free interest rate 4.01%;
expected life 5 years; expected volatility 216% and dividends of zero.

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

Certain reclassifications relating to currency translation adjustments and
accumulated other comprehensive loss have been made to the financial statements
to conform to the 2005 presentation.

Recent Accounting Pronouncements
--------------------------------

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
123(R), "Share-Based Payment." SFAS 123(R) addresses the accounting for
share-based payments to employees, including grants of employee stock options.
Under the new standard, companies will no longer be able to account for
share-based compensation transactions using the intrinsic method in accordance
with Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees." Instead, companies will be required to account for such
transactions using a fair-value method and recognize the expense in the
consolidated statement of income. SFAS 123(R), for small business issuers, is
effective for periods beginning after December 15, 2005 and accordingly, the
Company will adopt SFAS 123(R) in its first quarter of fiscal 2006. The impact
of this new standard on the Company's net loss for fiscal 2006 is estimated to
be approximately $197,000 before the grant of any new options. The impact of
this new standard, if it had been in effect, on the net loss and related per
share amounts for the year ended December 31, 2005 is above.

In March 2005, Staff Accounting Bulletin ("SAB") No. 107 was issued, which
provides additional guidance to the new stock option expensing provisions under
SFAS 123(R). SAB 107 acknowledges that fair value estimates cannot predict
actual future events and as long as the estimates are made in good faith, they
will not be subsequently questioned no matter what the actual outcome.
Historical volatility should be measured on an unweighted basis over a period
equal to or longer than the expected option term or contractual term, depending
on the option-pricing model that is used. Implied volatility is based on the
market prices of a company's traded options or other financial instruments with
option-like features, and is derived by entering the market price of the traded
option into a closed-form model and solving for the volatility input. SAB 107
provides additional guidance for companies when estimating an option's expected
term. In general, companies are not allowed to consider additional term
reduction and the option term cannot be shorter than the vesting period.
Companies are permitted to use historical stock option exercise experience to
estimate expected term if it represents the best estimate for future exercise
patterns. SAB 107 provides that companies should enhance MD&A disclosures
related to equity compensation subsequent to adoption of Statement 123(R). SAB
107 provided that companies should provide all disclosures required by Statement
123 (R) in the first 10-Q filed after adoption of the new rules.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" which replaces APB Opinions No. 20 "Accounting Changes" and SFAS
No. 3, "Reporting Accounting Changes in Interim Financial Statements--An
Amendment of APB Opinion No. 28." SFAS 154 provides guidance on the accounting
for and reporting of accounting changes and error corrections. It establishes
retrospective application, or the latest practicable date, as the required
method for reporting a change in accounting principle and the reporting of a
correction of an error. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005 and
is required to be adopted by first quarter of fiscal 2006.

2.  Going concern

The Company's financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has incurred net losses of $8.1
million for the year ended December 31, 2005, and has a working capital deficit
of $5.5 million and a stockholders' deficit of $2.6 million as of December 31,
2005. The Company may not be able to meet its financial commitments as presently
structured, and will require further financing to ensure the continued
development of its products and services and to satisfy its financial
obligations. The Company intends to raise additional funds and has engaged
appropriate financial advisers and institutions to support this process and is
executing a strategy to secure further financing of $3-5 million. During 2005,
the Company received an aggregate of $8.4 million from the sale of convertible
notes and warrants and $0.8 million from the exercise of warrants, $0.8 million
from the issuance of notes payable, and $0.2 million from the sale of common
stock. However, there can be no assurances that subsequent fundraising will be
successful. These factors raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty, and the
carrying value of assets and liabilities do not purport to represent realizable
or settlement values.


                                       36
<PAGE>

3.  Property and equipment

At December 31, property and equipment consists of:

                                                     2005           2004
                                                  ----------     ----------
     Computer equipment and software              $  664,565     $   54,413
     Furniture and fixtures                           41,601             --
     Vehicles                                         32,213             --
     Leasehold improvements                          117,803             --
     Construction in process                         324,870             --
                                                  ----------     ----------
                                                   1,181,052         54,413
     Less accumulated depreciation                   154,210         42,022
                                                  ----------     ----------
                                                  $1,026,842     $   12,391



Depreciation expense for the years ended December 31, 2005 and 2004 was
approximately $116,000 and $14,000, respectively.


4. Convertible Notes Payable and Other Debt


Convertible notes payable


At December 31, 2005 and 2004, convertible notes payable consist of the
following:

                                                               December 31,
                                                           2005          2004
                                                       ----------     ----------
Convertible notes                                      $8,658,514     $1,781,001
  Less discounts                                          836,194         84,611
                                                       ----------     ----------
    Convertible notes, net                             $7,822,320     $1,696,390
                                                       ----------     ----------
Convertible notes - related party                      $1,000,000     $  336,600
 Less discounts                                            57,737          7,014
                                                       ----------     ----------
  Convertible notes - related party, net               $  942,263     $  329,586
                                                       ----------     ----------
Total convertible notes                                $8,764,583     $2,025,976
                                                       ==========     ==========
Short-term
  Convertible notes                                    $1,258,515     $1,696,390
  Convertible notes - related party                            --        329,586
                                                       ----------     ----------
    Total short-term                                   $1,258,515     $2,025,976
                                                       ----------     ----------
Long-term
  Convertible notes                                    $6,563,805     $       --
  Convertible notes - related party                       942,263             --
                                                       ----------     ----------
    Total long-term                                    $7,506,068     $       --
                                                       ----------     ----------
Total convertible notes                                $8,764,583     $2,025,976
                                                       ==========     ==========

                                       37
<PAGE>

During the year ended December 31, 2004, the Company sold 2,005,968 shares of
common stock and received net proceeds of $1,070,547 based upon a discount to
the market price of common stock on the respective dates of sales.

In December of 2004, the Company received a bridge loan of $250,000 which may
become convertible.

During the year ended December 31, 2004 the Company issued $796,950 in unsecured
convertible notes. The note bears interest at 6%, and is convertible at a
conversion rate of $0.50 per share through April 30, 2005. Included were 796,950
detachable warrants exercisable at $0.50 per share through December 31, 2006,
for aggregate proceeds of $805,000. The proceeds were allocated between
convertible debt and the warrants on a relative fair value basis, with $178,581
allocated to the warrants and $618,369 allocated to the convertible debt. The
fair value of the warrants was estimated using the Black Scholes model with a
risk-free interest rate of 4.85% to 5.11%, a three year life of the warrant,
expected dividend yield of zero and volatility of 177% to 189%. In accordance
with EITF 95-8 and 00-27, the value of the beneficial conversion feature of
these notes was determined to be $159,974. The beneficial conversion feature
together with the value allocated to the warrants is included in additional
paid-in capital and is being accounted for as a debt discount amortized over the
period of the convertible loan.

During the first quarter of 2005, the Company issued $950,000 in unsecured
notes, that are convertible upon certain terms and conditions into 633,333
shares of common stock. The $950,000 in notes issued included the $250,000 loan
made in December 2004. The notes were issued with 316,667 detachable warrants
exercisable at $1.50 per share for five years for aggregate proceeds of
$950,000. The notes bear interest at 10% per annum, mature in December 2007, and
are convertible at a conversion rate of $1.50 per share for five years. The
proceeds were allocated between convertible debt and the warrants on a relative
fair value basis, with $207,815 allocated to the warrants and $742,185 allocated
to the convertible debt. The fair value of the warrants was estimated using the
Black Scholes model with a risk-free interest rate ranging from 3.76% to 4.03%,
a five year life of the warrant, expected dividend yield of zero and volatility
ranging from 201% to 212%. The conversion rate provided for conversion of the
notes at $1.50, and, in accordance with Emerging Issues Task Force 95-8 and
00-27, none of the loan proceeds were determined to have a beneficial conversion
feature. The value allocated to the warrants is included in additional paid-in
capital and is being accounted for as a debt discount amortized over the period
of the convertible loan.

During the second quarter of 2005, the Company completed a convertible debt
offering (the "Note Offering") in the aggregate principal amount of $6,900,000.
In accordance with the terms of the Note Offering, each note may be converted at
the election of the respective holder into shares of the Company's common stock
at a conversion price of $1.50 per share. The notes bear interest at a rate of
10% per annum and mature in December 2007. The Company has the right to pre-pay
the notes after October 2006. Also pursuant to the Note Offering, each note
holder received warrants granting the right to purchase the number of shares of
the Company's common stock which equals one-half of the number of shares into
which the note holder's note is convertible, at an exercise price of $1.50 per
share for a period of five years. The proceeds were allocated between
convertible debt and the warrants on a relative fair value basis, with
$1,441,845 allocated to the warrants and $5,458,155 allocated to the convertible
debt. The fair value of the warrants was estimated using the Black Scholes model
with a risk-free interest rate ranging from 3.76% to 4.03%, a five year life of
the warrant, expected dividend yield of zero and volatility ranging from 201% to
212%. The conversion rate provided for conversion of the notes at $1.50, and, in
accordance with Emerging Issues Task Force 95-8 and 00-27, none of the loan
proceeds were determined to have a beneficial conversion feature. The value
allocated to the warrants is included in additional paid-in capital and is being
accounted for as a debt discount amortized over the period of the convertible
loan. The common shares underlying the convertible notes and warrants contain
"piggyback" registration rights if the Company should file a registration
statement. If the Company intends to file a registration statement, each note
holder must be notified and the common shares included in the registration
statement if the note holder so chooses. Certain of the notes in the Note
Offering are secured by the tangible and intangible assets of RCI, and are
subordinated to RCI's bank debt. The Company has pledged stock as a guaranty of
these notes. All other notes are unsecured. No commissions were paid in
connection with the Note Offering.

                                       38

<PAGE>
During the third quarter of 2005, the Company issued $550,000 in unsecured
notes, that are convertible upon certain terms and conditions into 366,666
shares of common stock. The notes were issued with 183,333 detachable warrants
exercisable at $1.50 per share for five years for aggregate proceeds of
$550,000. The notes bear interest at 10%, and are convertible at a conversion
rate of $1.50 per share for five years. The proceeds were allocated between
convertible debt and the warrants on a relative fair value basis, with $119,752
allocated to the warrants and $430,248 allocated to the convertible debt. The
fair value of the warrants was estimated using the Black Scholes model with a
risk-free interest rate ranging from 3.89% to 4.11%, a five year life of the
warrant, expected dividend yield of zero and volatility of 216%. The conversion
rate provided for conversion of the notes at $1.50, and, in accordance with
Emerging Issues Task Force 95-8 and 00-27, none of the loan proceeds were
determined to have a beneficial conversion feature. The value allocated to the
warrants is included in additional paid-in capital and is being accounted for as
a debt discount amortized over the period of the convertible loan.

In December 2005, the Company offered an inducement to certain convertible note
holders to exercise $1.50 warrants issued with their convertible notes at a
reduced rate of $0.75 and a re-pricing of their convertible note from $1.50 per
share to $1.00 per share. Nine convertible note and warrant holders exercised
warrants that converted into 1,108,333 shares of common stock for a total of
$831,250 in net proceeds. Of those shares, 333,333 shares were issued to a
related party. The differential between the reduced exercise price and the
market price of the company's common stock on the date of exercise was recorded
as interest expense in the amount of approximately $117,000.

Debt Related to RCI Acquisition
-------------------------------
In connection with the RCI acquisition, the Company issued convertible notes to
the sellers in the amount of $883,663 that are convertible into shares of the
Company's common stock at a conversion price of $2.50 per share. The notes bear
interest at a rate of 7.25% per annum and are payable in installments through
February 28, 2007. The conversion rate provided for conversion of the notes at
$1.50, and, in accordance with Emerging Issues Task Force 95-8 and 00-27, none
of the loan proceeds were determined to have a beneficial conversion feature.
The Company is in default on these convertible notes due to delinquent payments.
Pursuant to the terms of the convertible note, the notes now bear interest at
the default interest rate of 12%, a 10% penalty is incurred and the all amounts
owing are now due to the noteholder. Accordingly, the Company adjusted amounts
owing to account for the default interest rate and penalties and has classified
all amounts due as current at December 31, 2005. The Company also issued a note
payable to an employee of RCI in the amount of $900,000. The note bears interest
at 6.25% per annum and is payable in monthly installments of $29,000 through
April 1, 2007. Total amounts outstanding at December 31, 2005 were approximately
$798,000. The note is in default and is all classified as current at December
31, 2005.


Debt Related to TCC Acquisition
-------------------------------
In connection with the TCC acquisition, the Company assumed a note payable to a
former stockholder in the amount of $350,000. The note accrues interest at prime
plus 1/2%. As of December 31, 2005, the balance on the note was $104,543. The
Company also has an obligation equal to a defined accounts receivable surplus of
approximately $663,000. The amount of the accounts receivable surplus shall be
paid within ten (10) business days following the second anniversary of the
acquisition, provided, however, that, during the 2006 calendar year, demand may
be made, by advance notice to the Company of not less than ten (10) business
days for payment of not more than $150,000 after January 1, 2006 and on or
before April 15, 2006, not more than $100,000 after April 15, 2006 and on or
before June 15, 2006, and not more than $100,000 after June 15, 2006 and on or
before September 15, 2006, provided, however, that in no event shall the
cumulative amount of such requests for payment during 2006 exceed the total
amount of the liability. At December 31, 2005, approximately $350,000 is
included in accounts payable and accrued expenses and approximately $313,000 is
included in other long-term liabilities.

Other Related Party Debt
------------------------
In the fourth quarter of 2005, the Company entered into an unsecured note
agreement in the amount of $100,000 with a related party. The note is due April
15, 2006, accrued interest at 8% and is still outstanding at December 31, 2005.



                                       39

<PAGE>

On November 10, 2005, the Company entered into a $500,000 line of credit
facility with a related party. The loan bears interest at prime plus 1%, with
interest paid monthly. The loan is due in one year, is secured by the accounts
receivable of RCI, and may not exceed 60% of RCI's accounts receivable (the
Borrowing Base.") As an inducement to grant the loan, the lender was issued a
warrant to purchase 500,000 shares of the Company's stock, with 250,000 shares
exercisable immediately and 250,000 shares exercisable in the event of a default
on the loan. The fair value of the warrants exercisable immediately was
estimated using the Black Scholes model with a risk-free interest rate of 4.49%,
a five year life of the warrant, expected dividend yield of zero and volatility
of 218%. The Company recorded a discount to the note of $209,430 associated with
the issuance of these warrants which is being amortized over the term of the
loan. The Company also indemnified the lender against any losses on the loan. On
March 2, 2006, the Company was notified by the lender that it was in default in
that, (i) the Company was delinquent in a payment of $3,424 of interest due on
March 1, 2006; and (ii) the unpaid principal balance of $500,000 exceeded the
Borrowing Base of $361,196 as of February 24, 2006. The Company will record an
expense associated with the default warrants in the first quarter of 2006.

In the fourth quarter of 2005, the Company entered into an unsecured note
agreement in the amount of $150,000 with the former owner of TCC. The note is
due April 15, 2006, accrues interest at 8% and is still outstanding at December
31, 2005.


5.   Stockholders' equity

The Company's 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 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 Company has no plans to issue any shares of preferred
stock.

Holders of 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 therefore.

Upon 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 the Company may have issued as of such time;

o    all unsecured liabilities, including any then unsecured outstanding secured
     debt securities which the Company 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.

During the year ended December 31, 2004, the Company sold 2,005,968 shares of
common stock and received net proceeds of $1,070,547. The Company also issued an
aggregate of 3,188,948 shares of common stock for services rendered of
$3,389,793. $517,000 of this amount was deferred. In addition, 867,704 shares
were issued on conversion of convertible notes of $876,112, and 116,197 shares
were issued upon conversion of a $100,000 note payable. The Company also issued
60,000 shares in satisfaction of liabilities.

In conjunction with the sale of stock during the year ended December 31, 2004,
the Company issued warrants exercisable for three years into 757,500 shares of
common stock at exercise prices ranging from $0.50 to $0.75 per share. The
Company issued warrants in connection with the sale of convertible notes and
warrants exercisable through December 31, 2006 into an aggregate of 796,950
shares of common stock at $0.50 per share.

The fair value of warrants granted in 2004 was estimated at the date of grant
using the Black-Scholes option pricing model and a risk-free interest rate of
3.6%, dividend yield of 0%, volatility of 110% to 210% and an expected life of
the warrants of 3 years.

The Company also issued 1,426,000 warrants to consultants and vendors in
compensation for services for the year ended December 31, 2004. The warrants are
excisable for three years at an exercise price of either $0.50 or $0.75. An
additional warrant was issued to a consultant for 100,000 shares at an exercise
price of $2.50 per share, expiring in December 2009.

Also during 2005, ten convertible note holders converted their outstanding loan
balances and all accrued interest into 2,564,151 shares of common stock at $0.50
a share. Of those shares, 726,351 were issued to related parties.


                                       40

<PAGE>

During the year ended December 31, 2005, the Company sold 324,167 shares of
common stock and received net proceeds of $239,125. We also issued 1,134,399
shares of common stock for services rendered for $897,821 and 20,000 shares of
common stock in satisfaction of liabilities of $15,000.

Also in December 2005, a convertible debt holder converted the balance and all
accrued interest into 672,278 shares of common stock.

During 2005, the Company issued 1,850,000 shares of common stock associated with
the TCC and RCI agreements. The aggregate value of the shares issued was
approximately $1,032,000. See Note 4 for issuances of warrants associated with
convertible notes payable.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded warrants which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's warrants have characteristics significantly different from those
of traded options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the existing
models do not necessarily provide a reliable single measure of the fair value of
the stock options and warrants.


                                       41
<PAGE>




As of December 31, 2005, there are 6,039,118 warrants outstanding with an
average exercise price $1.02. A table summarizing outstanding warrants is as
follows:
                                                     Weighted average
                                          Shares       exercise price
                                       ----------    ----------------
Balance 12/31/2003                        817,000            $   0.83
Issued                                  3,080,450            $   0.76
Cancelled                                (425,000)           $   1.29
                                       ----------
Balance 12/31/2004                      3,472,450            $   0.76
Issued                                  3,475,001            $   1.40
Exercised                              (1,108,333)           $   0.75
Cancelled                                 (50,000)           $   0.65
                                       ----------
Balance 12/31/2005                      5,789,118            $   1.02
                                       ==========

6.  Options

The Company has reserved a total of 10,000,000 shares of common stock for
issuance under its stock option plan (the "Plan"). The Plan permits the granting
of incentive stock options and non-qualified stock options. The terms of stock
option grants are determined by the Board of Directors. The Company's stock
options generally vest over four years and have a maximum life of ten years.
Shares available for future issuance under the Plan total 8,325,000 at December
31, 2005. The following summarizes the stock option activity for the years ended
December 31, 2005 and 2004:

                                                                Weighted average
                                       Options Outstanding        exercise price
Balance 12/31/2004                                        0            $  0.00
Granted                                           1,675,000            $  0.96
Exercised                                                 0            $  0.00
Cancelled                                                (0)           $  0.00
                                       --------------------
Balance 12/31/2005                                1,675,000            $  0.96
                                       ====================

Selected information regarding stock options as of December 31, 2005 follows:

Weighted Average      Number of Options    Remaining Life     Number of Options
Exercise Prices          Outstanding         (in Years)         Exercisable
----------------      -----------------    --------------     -----------------
   $ 1.00                 1,175,000              6.9              600,000
   $ 0.86                   500,000              6.5                    0


Of the total options granted, 100,000 options were granted to each of four
non-employee Directors of the Company and 250,000 options were granted to an
executive officer of the Company. Of the total options granted, 200,000 options
were granted to a non-employee who provided past services to the Company. The
options are five-year non-qualified options, have an exercise price of $1.00 per
share, and were immediately vested. During the year ended December 31, 2005, the
Company recorded stock-based compensation expense of approximately $161,000 for
these options. The fair value generated by the Black-Scholes model may not be
indicative of the future benefit, if any, that may be received by the option
holder.


7.   Common Stock Reserved for Future Issuance

At December 31, 2005, the Company had reserved a total of 24,763,972 of its
authorized 100,000,000 shares of common stock for future issuance as follows:


Outstanding common stock warrants                                      5,789,118
Outstanding stock options                                              1,675,000
Possible future issuance under stock option plans                      8,325,000
Possible future issuance upon conversion of notes                      8,897,854
                                                                      ----------
   Total shares of common stock reserved for future issuance          24,763,972
                                                                      ==========
                                       42

<PAGE>

8.   Interest expense
                                                        2005              2004
                                                    ----------        ----------
Interest expense                                    $  866,657        $  118,820
Amortization of debt discount                          996,949         1,217,914
                                                    ----------        ----------
Total                                               $1,863,601        $1,336,734
                                                    ==========        ==========

The Company has issued several types of debt and convertible debt instruments,
some of which include detachable warrants and/or a beneficial conversion feature
(see Note 4). Interest expense on debt instruments is accrued and charged to the
income statement as incurred, but generally is not paid until maturity. During
the years ended December 31, 2005 and December 31, 2004, $866,657 and $118,820,
respectively, of interest expense was accrued and charged to the statement of
operations, and $996,949 and $1,217,914, respectively, of debt discounts were
amortized to the income statement as interest expense. No cash payments of
interest were made during the respective periods.

9.   Income taxes

Loss before provision for income taxes consists of the following:

                                             December 31,           December 31,
                                                2005                    2004
                                             -----------            -----------
United States                                $(7,580,669)           $(5,667,471)
Foreign                                         (559,539)              (553,120)
                                             -----------            -----------
   Total                                     $(8,140,208)           $(6,220,591)
                                             ===========            ===========



                                       43

<PAGE>


The difference between the provision for income taxes and the U.S statutory
income tax rate of 35% is as follows:

                                                   December 31,    December 31,
                                                       2005            2004
Tax computed at the federal rate (34%)             $(2,767,671)    $(2,115,001)
Permanent differences                                       --         692,539
Impact of UK losses taxed at 19% rather than 34%        83,931          82,968
Other                                                    4,666              --
State Taxes: Start-up costs                           (439,510)       (194,089)
Valuation allowance against net operating losses     3,118,819       1,533,583
                                                   -----------     -----------
Income tax expense                                 $        --     $        --
Effective tax rate                                           0%              0%
                                                   ===========     ===========


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

                                                  December 31,      December 31,
                                                      2005              2004
                                                  -----------       -----------
Net current deferred tax assets:
   Net operating losses                           $ 9,126,962       $ 3,861,795
   Start-up costs                                           0            51,006
   Goodwill impairment                                110,057                --
                                                  -----------       -----------
Total deferred tax assets                           9,237,019         3,912,801
Valuation allowance                                (8,947,392)       (3,620,730)
                                                  -----------       -----------
Net deferred tax assets                               289,627           292,071
Net current deferred tax liability:
   Software development costs                        (289,627)         (292,071)
                                                  -----------       -----------
Net deferred tax assets                           $        --       $        --
                                                  ===========       ===========


During the year ended December 31, 2005 and 2004, the Company recognized a
valuation allowance of $8,947,392 and $3,620,730 against deferred tax assets,
respectively. The change of valuation allowance for the year ended December 31,
2005 and December 31, 2004 was an increase of $5,326,661 and a decrease of
$1,533,582, respectively. 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, 2005 and December 31, 2004 the Company had approximately $6.0
million and $5.5 million, respectively, of net operating losses (NOL)
carryforwards in the United Kingdom, all of which has an indefinite expiration.
At December 31, 2005 and December 31, 2004 the Company had approximately $20.5
million and $1.9 million, respectively, of NOL carryforwards in the United
States.

In addition, because greater than 50% ownership of One Link 4 Travel, Inc
changed hands in the acquisition of Onelink4travel Limited, 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.


                                       44
<PAGE>
10.   Loss per share

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

                                                  2005                2004
                                             Number of shares   Number of shares
                                             ----------------   ----------------
Weighted average number of shares:
For basic and diluted loss per share            28,720,388         22,603,050
                                                ==========         ==========

As a result of the net losses for the years ended December 31, 2005 and December
31, 2004, the potential effect of the exercise of options, warrants and the
conversion of notes was anti-dilutive. Therefore, 16,688,972 and 7,659,901,
respectively, of potentially dilutive securities have not been included in the
calculation of diluted loss per common share, as they are anti-dilutive.

11.   Commitments and contingencies

The Company is committed to paying license fees for software used by the
business. The licenses expire in five and ten years respectively. As of December
31, 2005, it is not possible to assess the amount payable over the remaining
period of these licenses as the amounts paid under the licenses are expected to
be determined when the Company begins to generate revenues.

In connection with the Company's agreements with PayPal, the Company is
committed to paying service fees to PayPal related to business transacted
through the PayPal network. These fees are expected to be fully derived from
revenue generated through the Company's OneLink system, and will be further
supported by fees payable to the Company by PayPal for the Company's generation
of PayPal accounts with its customers.

In connection with the Company's agreement with Sabre, the Company is committed
to paying service fees to Sabre related to business transacted through the Sabre
network. These fees are expected to be fully derived from revenue generated
through the Company's CCRAOneLink system.

On January 13, 2006, K3 Business Technology Group PLC ("K3") filed a complaint
in California Superior Court seeking a writ of attachment on the Company with
respect to liabilities for accounting, bookkeeping and financial services
rendered prior to the 2005 calendar year. The complaint sought damages in the
amount of $120,000, plus interest, attorney's fees and costs, which approximate
$35,000, for a total claim of $155,000. The Company did not contest the action,
and on March 6, 2006, a writ of attachment was granted to K3. We are now working
with K3 to reach a settlement under which the full amount of K3's claim will be
paid in a manner and on a schedule acceptable to both parties. The Company
believes that it has provided a liability that should not differ from the total
amount to be paid.

We are occasionally subject to legal proceedings and claims that arise in the
ordinary course of our business. It is impossible for us to predict with any
certainty the outcome of pending disputes, and we cannot predict whether any
liability arising from pending claims and litigation will be material in
relation to our consolidated financial position or results of operations.


Leases
------

The Company leases its office space under non-cancellable operating leases which
expire through 2008. Future minimum payments under the non-cancellable operating
leases at December 31, 2005 are as follows:

            Year Ending December 31,
          2006                                      $622,000
          2007                                       572,000
          2008                                       111,000
                                                 -----------
          Total                                  $ 1,305,000
                                                 ===========

                                       45
<PAGE>

Rent expense charged to operations during the years ended December 31, 2005 and
2004 was approximately $480,000 and $86,000, respectively.

In accordance with SFAS No. 13, "Accounting for Leases," non-cancellable
operating leases with scheduled rent increases require that rent expense be
recognized on a straight-line basis over the lease term. Rent expense for the
year ended December 31, 2005 includes approximately $9,000 of income, which
relates to the amortized portion of the scheduled rent increases. At December
31, 2005 a total obligation of approximately $61,000 representing future
deferred rent payments is reflected in the accompanying consolidated balance
sheet.


12.   Related party transactions

During 2005, the Company recorded $105,152 of expenses for consulting services
rendered by a company owned by an officer of the Company. As of December 31,
2005, all of the consulting services had been paid and none was included in
Accounts payable and accrued expenses.  Also during 2005, the Company recorded
$81,000 of expenses for consulting services rendered by a company owned by a
director of the Company. As of December 31, 2005, a balance of approximately
$30,000 was included in Accounts payable and accrued expenses.



Convertible notes, net of discounts and notes payable at December 31, 2004,
include $579, 586 due to members of the Company's Board of Directors.


13.   Subsequent events

We have raised $0.6 million in 2006 from the exercise of warrants, the sale of
equity and a note payable to provide funding for roll-out of our transaction
process service, for the ongoing obligations related to the acquisitions and for
working capital.





                                       46

<PAGE>





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

On October 12, 2005, the Company engaged the firm of Mahoney Cohen & Company,
CPA, P.C. ("Mahoney") to serve as the Company's independent auditor.


The Company has not, during its two most recent fiscal years and subsequent
interim periods prior to engaging Mahoney, consulted with Mahoney regarding:

     (i)  The application of accounting principles to a specific completed or
          contemplated transaction, or the type of audit opinion that was
          rendered on the Company's financial statements, and neither written
          nor oral advice was provided by Mahoney which was an important factor
          considered by the Company in reaching a decision as to the accounting,
          auditing or financial reporting issue; or

     (ii) Any matter that was either the subject of a disagreement, as is
          defined in Item 304(a) (1) (iv) of Regulation S-B promulgated by the
          Securities Exchange Act of 1934, as amended, or an event required to
          be reported pursuant to Item 304 (a) (1) (iv).


ITEM 8A.   CONTROLS AND PROCEDURES

     (a)  Evaluation of disclosure controls and procedures. The Company's
          principal executive officer and its principal financial officer, based
          on their evaluation of the Company's disclosure controls and
          procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
          as of the end of the period covered by this Annual Report on Form
          10-KSB, have concluded that the Company's disclosure controls and
          procedures are effective for ensuring that information required to be
          disclosed by the Company in the report that it files or submits under
          the Securities Exchange Act of 1934 is recorded, processed, summarized
          and reported within the time period specified in the SEC's rules and
          forms.

     (b)  Changes in Internal Controls.

          There were no changes in the Company's internal control over financial
          reporting that occurred during the Company's last fiscal year that
          have materially affected, or are reasonably likely to materially
          affect, the Company's internal control over financial reporting.

ITEM 8B.   OTHER INFORMATION

         None.



                                       47
<PAGE>



                                    PART III.

Information concerning matters in Items 9, 10, 11, 12 and 14 is incorporated by
reference into a definitive proxy statement, to be filed within 120 days after
the close of our fiscal year.

ITEM 13.    EXHIBITS

(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 Company's report on Form 8-K filed September
                    27, 2002).

Exhibit 3.1         Amended and Restated Certificate of Incorporation (1).

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

Exhibit 4           Common Stock Certificate (1).

Exhibit 10.1        Consulting Services Agreement between the Company and
                    Cornerstone Alliance, LLC, dated September 12, 2002 (1).

Exhibit 10.1.1      Restricted Stock Agreement and Consulting Services Agreement
                    Modifications between the Company and Cornerstone Alliance,
                    dated February 3, 2003 (1).

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 (1).

Exhibit 10.3        Operating Agreement between FS2 Limited and International
                    Air Transport Association (1).*

Exhibit 10.4        Restricted Stock Purchase Agreement between FS2 Limited and
                    David Bolton, dated July 24, 2002 (1).

Exhibit 10.5        Restricted Stock Purchase Agreement between FS2 Limited and
                    Cornerstone Alliance, LLC (1).

Exhibit 10.6        Restricted Stock Purchase Agreement between FS2 Limited and
                    Red Sky Holdings, LLC (1).

Exhibit 10.7        Support Agreement between FS2 Limited and K3 Business
                    Technology Group plc, dated May 23, 2002 (1).

Exhibit 10.8        Agreement between FS2 Limited and World Distribution
                    Consultants Limited, dated April 15, 2002, as amended by the
                    Deed of Variation (1).

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


Exhibit 10.10       Services Agreement between FS2 Limited and Videcom
                    International Limited (1).*

Exhibit 10.11       Services Agreement between FS2 Limited and Webb & Flo Inc.,
                    dated May 28, 2002.*

Exhibit 10.12       Services Agreement between FS2 Limited and Thermeon
                    Corporation, dated September 11, 2002 (1).*


                                       48
<PAGE>
Exhibit 10.13       Engagement Letter as Finance Director between FS2 Limited
                    and David J. Bolton, dated May 15, 2002 (1).

Exhibit 10.14       Engagement Letter as Director - Corporate Development
                    between FS2 Limited and F. William Guerin, dated May 15,
                    2002 (1).

Exhibit 10.15       Engagement Letter as Director and COO between FS2 Limited
                    and Roger Emsley, dated May 15, 2002 (1).

Exhibit 10.16       Engagement Letter as Director, Chairman of the Board and CEO
                    between FS2 Limited and Graeme Pearce, dated May 15, 2002
                    (1).

Exhibit 10.17       Note and Warrant Purchase Agreement, dated January 6, 2004,
                    among the Company and various lenders, together with form of
                    Convertible Promissory Note and Warrant (2).

Exhibit 10.18       Agreement between the Company and Waterford Equities, Inc.,
                    dated April 9, 2003 (2).

Exhibit 10.19       2005 Stock Incentive Plan(3).

Exhibit 10.20       Acquisition Agreement among the Company Reservation Center,
                    Inc. and the shareholders of Reservation Center, Inc., dated
                    April 1, 2005(3).

Exhibit 10.21       Acquisition Agreement entered into on April 8, 2005 among
                    the Company, The Call Center, LLC, Paul S. Flannery, Trustee
                    of the Paul Flannery Trust and Paul Flannery (the "Call
                    Center Acquisition Agreement")(3).

Exhibit 10.22       Pre Paid Content Distribution Agreement between Sabre EMEA
                    Marketing Limited and the Company dated July 14, 2004(3).

Exhibit 10.23       Revolving Loan Agreement dated November 10, 2005 among the
                    Company, Reservation Center Inc. and the Boatright Family
                    LLC.(4)

Exhibit 10.24       First Amendment of the Call Center Acquisition Agreement
                    dated effective December 23, 2005(4)

Exhibit 10.25       Second Amendment of the Call Center Acquisition Agreement
                    dated effective March 17, 2006.(5)

Exhibit 14          Code of Ethics (2).

Exhibit 21          Subsidiaries of the Registrant (2).

Exhibit 31.1        Certification of CEO pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002.

Exhibit 31.2        Certification of CFO pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002.

Exhibit 32          Certification of CEO and CFO pursuant to Section 1350 of the
                    Sarbanes-Oxley Act of 2002.


     (1)  Incorporated by reference to an exhibit to the Company's Report on
          Form 10-KSB for the year ended December 31, 2002.

     (2)  Incorporated by reference to an exhibit to the Company's Report on
          Form 10-KSB for the year ended December 31, 2003.

                                       49
<PAGE>
     (3)  Incorporated by reference to an exhibit to the Company's Report on
          Form 10-KSB for the year ended December 31, 2004.

     (4)  Incorporated by reference to an exhibit to the Company's Report on
          Form 8-K filed on November 15, 2005.

     (5)  Incorporated by reference to an exhibit to the Company's Report on
          Form 8-K filed on March 29, 2006.

     *    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

     The Company filed the following Reports on Form 8-K during the quarter
     ended December 31, 2005:

     On October 14, 2005 the Company reported the engagement of Mahoney Cohen &
     Company to serve as the Company's independent auditors.

     On November 3, 2005 the Company reported the issuance of a press release
     dated November 2, 2005.

     On November 15, 2005, the Company reported that it entered into a Revolving
     Loan Agreement with Reservation Center, Inc. and the Boatright Family LLC.

     On December 1, 2005 the Company reported the issuance of a press release
     dated December 1, 2005.



                                       50
<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 March 31, 2006 by the undersigned, thereunto duly authorized.

                                                   ONELINK CORPORATION

                                                   /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 March 31,
2006 and in the capacities indicated below.
                                                   /s/ F. W. Guerin
                                                   ----------------
                                                   F. W. Guerin
                                                   Chief Executive Officer,
                                                   President, secretary and
                                                   Chairman

                                                   /s/ Alan K. Geddes
                                                   ----------------
                                                   Alan K. Geddes
                                                   Chief Financial Officer

                                                   /s/ Peter Boatright
                                                   -------------------
                                                   Peter Boatright,
                                                   Director

                                                   /s/ John Herzog
                                                   ----------------
                                                   John Herzog
                                                   Director

                                                   /s/ Richard J. Marxen
                                                   ---------------------
                                                   Richard J. Marxen
                                                   Director

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

                                       51

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