# UNITED STATES SECURITIES AND
EXCHANGE COMMISSION

# Washington, D.C. 20549

# FORM 10-KSB/A

(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, 2004

[   ] 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

ONE LINK 4 TRAVEL, INC(Exact
name of small business issuer as specified in its charter)

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

One Market Plaza Spear
Tower, 36thFloor 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

---



Explanatory Note

One Link 4 Travel, Inc. is amending Item 7 of its Report on Form 10-KSB for the year ended December 31, 2004 to
modify the Report of Independent Registered Public Accounting Firm, including the insertion of the name of its
independent registered public accounting firm, Stonefield Josephson, Inc., which name was inadvertently omitted
from the initial filing of the Report.  No other changes are being made to the Report with this amendment.

# ITEM 7. FINANCIAL
STATEMENTS

INDEX TO CONSOLIDATED
FINANCIAL STATEMENTS

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------
|Report of Independent Registered Public Accounting Firm                                     

Report of Independent Registered Public Accounting Firm                                     
Consolidated Balance Sheets - December 31, 2004 and December 31, 2003                       
Consolidated Statements of Operations - Years ended December 31, 2004 and December 31, 2003
     and from inception through December 31, 2004                                           
Consolidated Statements of Stockholders' Deficit - From inception through December 31,2004  
Consolidated Statement of Cash Flows - Years ended December 31, 2004 and December 31, 2003
     and from inception through September 30, 2004                                          
Notes to Consolidated Financial  Statements | 25

26
27
28
29
30
31

24

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# Report of Independent
Registered Public Accounting Firm

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

We have audited the accompanying
consolidated balance sheet of One Link for Travel, Inc. and subsidiary (a Development
Stage company) (the Company) as of December 31, 2004, and the related
consolidated statements of operations, stockholders deficit, and cash flows for the year ended. The
consolidated financial statements of One Link 4 Travel, Inc. from inception through December 31, 2003,
were audited by other auditors, whose report is dated April 14, 2004, follows. 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 for Travel, Inc. and 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 reveune, deficiency in working capital at December 31, 2004, and the Companys
operating losses since inception to December 31, 2004 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.

CERTIFIED PUBLIC
ACCOUNTANTS San Francisco, CaliforniaApril 15, 2005

25

---



# Report of Independent
Registered Public Accounting Firm

To the Board of Directors and
Stockholders of

One Link 4 Travel, IncSan
Francisco, California

We have audited the accompanying
balance sheets of One Link 4 Travel, Inc (formerly BSP ONElink, Inc) (a development stage
company) as of December 31, 2003 and 2002, and the related statements of operations,
stockholders equity, and cash flows for the period from November 6, 2000 (date of
inception) to December 31, 2003 and the years ended December 31, 2003 and December 31,
2002. These financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial statements based on our
audits.

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

In our opinion, such financial
statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2003 and 2002, and the results of its operations and its cash flows for
the period from November 6, 2000 (date of inception) to December 31, 2003 and the years
ended December 31, 2003 and December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. The Company
is a development stage enterprise engaged in developing an on-line global distribution
system for an international range of travel and tourism products. As discussed in Note 2
to the financial statements, the deficiency in working capital at December 31, 2003 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. The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.

DELOITTE & TOUCHE LLP Manchester, United Kingdom

April 14, 2004

26

---

ONE LINK 4 TRAVEL, INC.
(a development stage company) CONSOLIDATED BALANCE SHEETS

|                                                                    | December 31, 2004 | December 31, 2003
|------------------------------------------------------------------- | ----------------- | -----------------
|ASSETS                                                              |                   |                  
|Cash                                                                |                   |                  
|Accounts receivable                                                 |                   |                  
|Related party receivable                                            |                   |                  
|Prepaid expenses and other current assets                           |                   |                  
|                                                                    |                   |                  
|Total current assets                                                |                   |                  
|                                                                    |                   |                  
|Fixed assets (net of $42,022 and $26,276 accumulated                |                   |                  
|depreciation as of December 31, 2004 and December 31, 2003)         |                   |                  
|Software development costs                                          |                   |                  
|                                                                    |                   |                  
|Total other assets                                                  |                   |                  
|                                                                    |                   |                  
|Total assets                                                        |                   |                  
|                                                                    |                   |                  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                               |                   |                  
|Current liabilities                                                 |                   |                  
|Accounts payable and accrued expenses                               |                   |                  
|Related party payables                                              |                   |                  
|Note payable - related party                                        |                   |                  
|Convertible notes (net of $84,611 and $27,690 discount balance      |                   |                  
|at December 31, 2004 and December 31, 2003)                         |                   |                  
|Convertible notes - related parties (net of $7,014 discount balance |                   |                  
|at December 31, 2004)                                               |                   |                  
|Other current liabilities                                           |                   |                  
|                                                                    |                   |                  
|Total current liabilities                                           |                   |                  
|                                                                    |                   |                  
|Long-term liabilities                                               |                   |                  
|Convertible notes (net of $626,903 discount balance                 |                   |                  
|at December 31, 2003)                                               |                   |                  
|Convertible notes - related parties (net of $213,295                |                   |                  
|discount balance at December 31, 2003)                              |                   |                  
|                                                                    |                   |                  
|Total long- term liabilities                                        |                   |                  
|                                                                    |                   |                  
|Total liabilities                                                   |                   |                  
|                                                                    |                   |                  
|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: 26,159,296 as of                     |                   |                  
|December 31, 2004 and 20,036,676 as of December 31, 2003            |                   |                  
|Additional paid-in capital                                          |                   |                  
|Common stock receivable $0.001 par value, 100,000 and 257,600       |                   |                  
|shares issued as of December 31, 2004 and December 31, 2003         |                   |                  
|Deficit accumulated during the development stage                    |                   |                  
|                                                                    |                   |                  
|Total stockholders' deficit                                         |                   |                  
|                                                                    |                   |                  
|Total liabilities and stockholders' deficit                         |                   |                  
|                                                                    |                   |                  

---

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

27

---



ONE LINK 4 TRAVEL, INC.
(a development stage company) CONSOLIDATED STATEMENT OF OPERATIONS

|                                          | Year ended December 31, | Accumulated from November 6, 2000 (date of inception) to
|----------------------------------------- | ----------------------- | --------------------------------------------------------
|
|Sales                                     |                         |                                                         
|Cost of sales                             |                         |                                                         
|                                          |                         |                                                         
|Gross profit                              |                         |                                                         
|                                          |                         |                                                         
|Operating expenses                        |                         |                                                         
|Sales and marketing expenses (1)          |                         |                                                         
|General and administrative expenses (2)   |                         |                                                         
|Depreciation and amortization             |                         |                                                         
|(Gain) loss on extinguishment of debt-net |                         |                                                         
|                                          |                         |                                                         
|Total operating expenses                  |                         |                                                         
|                                          |                         |                                                         
|Loss from operations                      |                         |                                                         
|                                          |                         |                                                         
|Other income (expense), net               |                         |                                                         
|Interest expense, net                     |                         |                                                         
|                                          |                         |                                                         
|Net loss                                  |                         |                                                         
|                                          |                         |                                                         
|                                          |                         |                                                         
|Loss per share basic and diluted          |                         |                                                         

|(1) | Includes
related party expenses of $0 and $144,000 for the year ended     December
31, 2004 and December 31, 2003, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes
related party expenses of $1,225,335   and $615,695  for the year
ended     December 31, 2004 and December 31, 2003, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

---

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

28

---



ONE LINK 4 TRAVEL, INC
(a development stage company) CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICITINCEPTION
THROUGH DECEMBER 31, 2004

|                                                           | Common stock | Additional
paid in | Common
stock | Accumulated |  
|---------------------------------------------------------- | ------------ | ------------------ | ------------ | ----------- | -
|
|Balance, at inception (November 6, 2000)                   |              |                    |              |            |  
|                                                           |              |                    |              |             |  
|Issuance of common stock                                   |              |                    |              | 2           |  
|                                                           |              |                    |              |             |  
|Balance, December 31, 2001                                 |              |                    |              | 2           |  
|                                                           |              |                    |              |             |  
|Issuance of common stock prior to reverse takeover         |              |                   
|transactions                                               |              |                    |              | 26,370      |  
|                                                           |              |                    |              |             |  
|Recapitalization pursuant to reverse takeover transaction  |              |                    |              | 13,972,728  |  
|Issuance of common stock                                   |              |                    |              | 30,000      |  
|Issuance of common stock on conversion of loans            |              |                    |              | 745,185     |  
|Issuance of common stock for services                      |              |                    |              | 638,000     |  
|                                                           |              |                    |              |             |  
|Issuance of common stock in satisfaction of liabilities    |              |                    |              | 1,093,204   |  
|Beneficial conversion feature                              |              |                    |              |            |  
|Issuance of warrants                                       |              |                    |              |            |  
|Common stock paid for but not issued                       |              |                    |              | 260,000     |  
|Net loss                                                   |              |                    |              |            |  
|                                                           |              |                    |              |             |  
|                                                           |              |                    |              |             |  
|Balance,  December 31, 2002                                |              |                    |              | 16,765,489  |  
|                                                           |              |                    |              |             |  
|Issuance of common stock                                   |              |                    |              | 1,007,877   |  
|Issuance of common stock on conversion of loans            |              |                    |              | 224,595     |  
|Issuance of common stock for services                      |              |                    |              | 2,016,000   |  
|                                                           |              |                    |              |             |  
|Issuance of common stock in satisfaction of liabilities    |              |                    |              | 384,715     |  
|Issuance of common stock in connection with the conversion |              |                   
|of accounts payable to convertible loans                   |              |                    |              | 50,000      |  
|Cancellation of common stock                               |              |                    |              | (912,000    | )
|Beneficial conversion feature                              |              |                    |              |             |  
|Proceeds of convertible debt with detachable warrants      |              |                    |              |             |  
|Issuance of warrants                                       |              |                    |              |             |  
|Stock issued upon exercise of warrants                     |              |                    |              | 500,000     |  
|Share capital issued but unpaid                            |              |                    |              |             |  
|Net loss                                                   |              |                    |              |             |  
|                                                           |              |                    |              |             |  
|                                                           |              |                    |              |             |  
|Balance, December 31, 2003                                 |              |                    |              | 20,036,676  |  
|                                                           |              |                    |              |             |  
|                                                           |              |                    |              |             |  
|Issuance of common stock                                   |              |                    |              | 2,005,968   |  
|Issuance of common stock on conversion of loans            |              |                    |              | 867,704     |  
|Issuance of common stock for services                      |              |                    |              | 3,188,948   |  
|                                                           |              |                    |              |             |  
|Issuance of common stock in satisfaction of liabilities    |              |                    |              | 60,000      |  
|Beneficial conversion feature                              |              |                    |              |             |  
|Issuance of warrants                                       |              |                    |              |             |  
|Share capital issued but unpaid                            |              |                    |              |             |  
|Net loss                                                   |              |                    |              |             |  
|                                                           |              |                    |              |             |  
|                                                           |              |                    |              |             |  
|Balance, December 31, 2004                                 |              |                    |              | 26,159,296  |  
|                                                           |              |                    |              |             |  

---

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

29

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ONE LINK 4 TRAVEL, INC.
(a development stage company) CONSOLIDATED STATEMENT OF CASH FLOWS

|                                                                       | Year ended December 31, | Accumulated from November 6, 2000 (date of inception)
|---------------------------------------------------------------------- | ----------------------- | -----------------------------------------------------
|
|Cash flows from operating activities:                                  |                         |                                                      
|                                                                       |                         |                                                      
|Net loss                                                               |                         |                                                      
|                                                                       |                         |                                                      
|Adjustments to reconcile net loss to net cash                          |                         |                                                      
|used in operating activities:                                          |                         |                                                      
|Depreciation and amortization                                          |                         |                                                      
|Impairment of software development costs                               |                         |                                                      
|Issuance of common stock for services                                  |                         |                                                      
|Issuance of warrants for services                                      |                         |                                                      
|Amortization of note discounts                                         |                         |                                                      
|Gain (loss) on extinguishment of debt                                  |                         |                                                      
|Issuance of shares in satisfaction of liabilities                      |                         |                                                      
|Issuance of shares in connection with conversion of accounts           |                         |                                                      
|payable to convertible loans                                           |                         |                                                      
|Change in current assets and liabilities:                              |                         |                                                      
|Accounts receivable, net                                               |                         |                                                      
|Prepaid expenses and other assets                                      |                         |                                                      
|Accounts payable                                                       |                         |                                                      
|Accrued liabilities                                                    |                         |                                                      
|Other current liabilities                                              |                         |                                                      
|                                                                       |                         |                                                      
|Net cash used in operating activities                                  |                         |                                                      
|                                                                       |                         |                                                      
|                                                                       |                         |                                                      
|Cash flows from investing activities:                                  |                         |                                                      
|Purchase of property and equipment                                     |                         |                                                      
|Software development costs                                             |                         |                                                      
|                                                                       |                         |                                                      
|Net cash used by investing activities                                  |                         |                                                      
|                                                                       |                         |                                                      
|Cash flows from financing activities:                                  |                         |                                                      
|Proceeds from convertible notes                                        |                         |                                                      
|Proceeds from issuance of warrants                                     |                         |                                                      
|Proceeds from loans                                                    |                         |                                                      
|Proceeds from loans from executive officers (net)                      |                         |                                                      
|Proceeds from issuance of common stock                                 |                         |                                                      
|Common stock receivable                                                |                         |                                                      
|Stock issued upon exercise of warrants                                 |                         |                                                      
|Repayment of notes and convertible notes                               |                         |                                                      
|                                                                       |                         |                                                      
|Net cash provided by financing activities                              |                         |                                                      
|                                                                       |                         |                                                      
|                                                                       |                         |                                                      
|Net increase (decrease) in cash and cash equivalents                   |                         |                                                      
|                                                                       |                         |                                                      
|Cash and cash equivalents at beginning of period                       |                         |                                                      
|                                                                       |                         |                                                      
|Cash and cash equivalents at end of period                             |                         |                                                      
|                                                                       |                         |                                                      
|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                  |                         |                                                      
|                                                                       |                         |                                                      
|Conversion of notes payable and convertible                            |                         |                                                      
|notes to equity                                                        |                         |                                                      
|                                                                       |                         |                                                      
|Issuance of common stock in satisfaction of liabilities                |                         |                                                      
|                                                                       |                         |                                                      
|Issuance of common stock for services                                  |                         |                                                      
|                                                                       |                         |                                                      

---

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

30

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# ONE LINK 4 TRAVEL, INC

# (a development stage company)

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003

# 1. Summary of
Significant Accounting Policies

Basis of presentation

One Link 4 Travel, Inc. (the
Company) was organized in Delaware on September 7, 2001 and operated as BSP
ONElink, Inc. from September 10, 2002. The Company changed its name to One Link 4 Travel,
Inc. in January 2004. 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 One Link 4 Travel, Inc. The accompanying consolidated financial
statements have been prepared under accounting principles generally accepted in the United
States of America and include the accounts of One Link 4 Travel, Inc. and Onelink4travel
Limited. All significant inter-company accounts and transactions have been eliminated.

Business

The Company is a transaction
processing business that is planning to launch the first integrated booking and financial
settlement service for the global non-airline travel industry in 2005 with its key
suppliers, Sabre Travel Network and PayPal, Inc. Initially targeting a growing $100
billion independent traveler market sector booked by travel agents, the Company expects to
see distribution channel adoption due to the benefits of improved cash flow and reduced
costs gained by all parties in the transaction. The Companys revenue will be earned
from transaction fees paid by travel suppliers.

During early 2004 the Company
integrated into its system a proprietary system for small hotel and independent
accommodation providers, and also successfully integrated its system with the Sabre Global
Distribution System and performed a successful proof of concept where the Company
performed live hotel bookings. Subsequently, on July 19, 2004, the Company 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.

The Company contracted with a global
financial services provider to support its requirements in 45 countries. On August 18,
2004, the Company 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
for its integrated booking and settlement service for transactions booked between travel
agents and travel suppliers utilizing the Internet and the Sabre global distribution
system.

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.

Foreign currency

31

---

The functional currency of the
Company is the U.S. dollar and the functional currency of the subsidiary is the British
pound. Transactions denominated in a currency other than the U.S. dollar are translated
into U.S. dollars at the rates of exchange in place at the date of the transaction, while
monetary assets and liabilities denominated in foreign currencies are translated into U.S.
dollars at the rates of exchange prevailing at year-end. Any resulting remeasurement gains
and losses are included in period income.

Fixed assets

Fixed assets are stated at cost less
accumulated depreciation and amortization. Depreciation and amortization are calculated
using the straight-line method over the estimated useful lives of the assets, which
generally range from three to five years.

Software development costs

In accordance with Statement of
Position 98-1 Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use, the Company has capitalized costs associated with the application
development of software. The software development undertaken by the Companys
suppliers is designed to interface and link various systems such that the integrated
distribution and settlement service can be offered. These links are between travel agents,
the Onelink4travel service, travel suppliers and transaction processing and financial
payment systems and include a search engine and linkage to reservation systems. Included
in the development is management and control software to allow the company to operate the
business. To date, $2,159,214 of external consultancy costs specific to this development
have been capitalized. $1,537,214, net of impairment costs of $622,000 (see below), will
commence being amortized once the software is operational and ready for use.

Impairment of long lived
assets

The Company assesses the impairment
of its 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, the Company will record impairment losses to write the
asset down to fair value, measured by the discounted estimated net future cash flows
expected to be generated from the assets. During the year ended December 31, 2003,
management identified certain software development that could no longer be utilized, and
recorded an impairment write off of $622,000 which is included in general and
administrative expenses. No further impairment was recorded during the year ending
December 31,2004.

Deferred tax

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

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

32

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

Reclassifications

Certain reclassifications have been
made to prior period amounts to be consistent with current year representations in the
consolidated balance sheet.

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) will be effective for periods beginning
after June 15, 2005 and allows, but does not require, companies to restate the full fiscal
year of 2005 to reflect the impact of expensing share-based payments under SFAS 123(R).
The Company has not yet determined which fair-value method and transitional provision it
will follow. However, the Company expects that the adoption of SFAS 123(R) will have a
significant impact on its results of operations. The Company does not expect the adoption
of SFAS 123(R) will impact its overall financial position. The calculation of compensation
cost for share-based payment transactions after the effective date of SFAS 123(R) may be
different from the calculation of compensation cost under SFAS 123, but such differences
have not yet been quantified.

If the Company had elected to
recognize compensation expense based upon the fair value at the grant date for warrants
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, 2004 and 2003:

|                                 | Year ended December 31,
|-------------------------------- | -----------------------
|
|
|Net loss as reported             |                        
|Pro forma expense                |                        
|                                 |                        
|Pro forma net loss               |                        
|                                 |                        
|Loss per share basic and diluted |                        
|As reported                      |                        
|Pro forma                        |                        

33

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In December 2004, the FASB issued
SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No.
29. This statement was the result of a joint effort by the FASB and the International
Accounting Standards Board (IASB) to improve financial reporting by
eliminating certain narrow differences between their existing standards. One such
difference was the exception from fair value measurement in APB Opinion No. 29,
Accounting for Nonmonetary Transactions, for nonmonetary exchanges of similar
productive assets. SFAS No. 153 replaces this exception with a general exception from fair
value measurement for exchanges of nonmonetary assets that do not have commercial
substance. A nonmonetary exchange has commercial substance if the future cash flows of the
entity are expected to change significantly as a result of the exchange. This statement
shall be applied prospectively and is effective for nonmonetary asset exchanges occurring
in fiscal periods beginning after June 15, 2005. The Company does not believe that the
adoption of SFAS No. 153 will have a material effect on its financial statements.

In March 2004, the Emerging Issues
Task Force (EITF) reached a consensus on recognition and measurement guidance
previously discussed under EITF No. 03-01, The Meaning of Other-Than-Temporary
Impairment and Its Application To Certain Investments. The consensus clarified the
meaning of other-than-temporary impairment and its application to debt and equity
investments accounted for under SFAS No. 115 and other investments accounted for under the
cost method. The recognition and measurement guidance for which the consensus was reached
in March 2004 is to be applied to other-than-temporary impairment evaluations in reporting
periods beginning after June 15, 2004. In September 2004, the FASB issued a final FASB
Staff Position that delays the effective date for the measurement and recognition guidance
for all investments within the scope of EITF No. 03-01. The consensus reached in March
2004 also provided for certain disclosure requirements associated with cost method
investments that were effective for fiscal years ending after June 15, 2004. The Company
will evaluate the effect of adopting the recognition and measurement guidance when the
final consensus is reached.

In January 2003, the FASB issued FASB
Interpretation No. (FIN) 46 (revised December 2003 by FIN 46R).
Consolidation of Variable Interest Entities, which addresses how a business
enterprise should evaluate whether it has a controlling financial interest in an entity
through means other than voting rights and, accordingly, should consolidate the entity.
The Company will be required to apply FIN 46R to variable interests in variable interest
entities (VIEs) created after December 31, 2004. For variable interests in VIEs created
before January 1, 2004, the Interpretation will be applied beginning on January 1, 2005.
For any VIEs that must be consolidated under FIN 46R that were created before January 1,
2004, the assets, liabilities and noncontrolling interests of the VIE initially would be
measured at their carrying amounts with any difference between the net amount added to the
balance sheet and any previously recognized interest being recognized as the cumulative
effect of an accounting change. If determining the carrying amounts is not practicable,
fair value at the date FIN 46R first applies may be used to measure the assets,
liabilities and noncontrolling interest of the VIE. The Company believes the adoption of
FIN 46R will not have a material impact to its financial position, results of operations
or cash flows as the Company does not have any VIEs.

# 2.  Going
concern

The Companys financial
statements are prepared assuming that the Company will continue as a going concern. The
Company has incurred losses from operations of $6,092,973 for the year ended December 31,
2004, and has a working capital deficit of $2,556,666 as of December 31, 2004. The Company
may

34

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not be able to meet its financial
commitments as presently structured, and will require further funding to ensure the
continued development of its products and services. The Company intends to raise
additional funds. The Company has engaged investment bankers and other appropriate
financial advisers and institutions to support this process and is executing a strategy to
secure further financing of several million dollars. During 2004, the Company received an
aggregate of $805,000 from the sale of convertible notes and warrants, $250,000 from
bridge loan that may become a convertible note, and $1,070,547 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. Notwithstanding these
uncertainties, the Company has concluded that it is appropriate to prepare its financial
statements on a going concern basis. Consequently, the financial statements do not include
any adjustments that might result from the outcome of these uncertainties, and the
carrying value of assets and liabilities do not purport to represent realizable or
settlement values.

# 3. Note Payable and
Convertible Notes

|                                       | December 31,
|-------------------------------------- | ------------
|
|Convertible notes                      |             
|Less discounts                         |             
|                                       |             
|Convertible notes, net                 |             
|                                       |             
|Convertible notes - related party      |             
|Less discounts                         |             
|                                       |             
|Convertible notes - related party, net |             
|                                       |             
|Total convertible notes                |             
|                                       |             
|Short-term                             |             
|Convertible notes                      |             
|Convertible notes - related party      |             
|                                       |             
|Total short-term                       |             
|                                       |             
|Long-term                              |             
|Convertible notes                      |             
|Convertible notes - related party      |             
|                                       |             
|Total long-term                        |             
|                                       |             
|Total convertible notes                |             
|                                       |             

In December of 2004, the Company
received a bridge loan of $250,000 which may become convertible. The note payable
outstanding at December 31, 2003 of $104,296 was converted at a $1.00 per share into the
Companys common stock at December 31, 2004. The note holder received a total of
116,107 shares, which represented the $100,000 note, plus $16,107 in accrued interest.

On June 19, 2003 the Company issued
an unsecured note that was convertible under certain terms and conditions into 66,667
common shares. The note was issued with 20,000 detachable warrants exercisable at $1.50
per share through June 19, 2006 for aggregate proceeds of $100,000. The note bears
interest at 8%, and was due on December 19, 2003. The conversion option was not exercised
by the expiration date and the note was extended on a month-to-month basis. The principal
and all accrued

35

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interest of this note were converted
on December 31, 2004 into 116,197 shares of its common stock. The proceeds of the note and
warrants were allocated between convertible debt and warrants on a relative fair value
basis, with $14,273 allocated to warrants and $85,727 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 4.43%, a 1.04 year life of the warrant, expected dividend yield
of zero and volatility of 80%. The note provided for conversion at a 25% discount to the
fair value of common stock as of the commitment date, and, in accordance with EITF 00-27,
Application of Issue 98-5 to Certain Convertible Instruments, the value of the
beneficial conversion feature was determined to be $47,334, equal to the conversion
features intrinsic value. 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..

On September 29, 2003, the Company
agreed with a number of its creditors to convert $1,982,115 in amounts due to them into
unsecured convertible notes at a rate of $1 of convertible note for each $1 owed. There
was no substantial modification to the terms of the original debt as defined by EITF
96-19, Debtors Accounting for a Modification or Exchange of Debt
Instruments and consequently no gain or loss was recorded on the conversion of the
amounts payable. The notes bear interest at 5%, are convertible upon certain terms and
conditions at a rate of $1.00 per share into 1,982,115 shares of common stock, and mature
on January 31, 2005. In accordance with the requirements of EITF 98-5, the conversion
feature of the loan notes was determined to be beneficial in the amount of $1,039,767,
which is included in additional paid in capital and is being accounted for as a debt
discount amortized as interest expense over the period of the notes. During the year ended
December 31, 2004, the Company repaid $120,026 of the notes and converted $808,874, net of
gain on extinguishment of debt, into equity of $760,005 . As of the date of this filing,
some of the note holders had agreed to extend and preserve their conversion right, some
have requested repayment and others have not yet informed us of their decision. Upon
repayment or conversion, the balance of note discounts for the repaid or converted notes
was charged to the income statement as interest expense.

On December 31, 2003, the Company
issued an unsecured note that is convertible upon certain terms and conditions into
594,000 of common shares. The note was issued with 594,000 detachable warrants exercisable
at $0.50 per share through December 31, 2006 for aggregate proceeds of $297,000. The note
bears interest at 6%, and is convertible at a conversion rate of $0.50 per share through
February 28, 2005. The board of directors extended the conversion date of the note to
April 30, 2005. The proceeds were allocated between convertible debt and the warrants on a
relative fair value basis, with $43,583 allocated to the warrants and $253,417 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 5.06 %, a three year life of the warrant,
expected dividend yield of zero and volatility of 180%. The conversion rate provided for
conversion of the notes at $0.50, and, in accordance with EITF 95-8 and 00-27, none of the
loan proceeds were determined to be 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 year ended December 31,
2004 the Company issued an additional $796,950 in unsecured convertible notes on the same
terms as those issued on December 31, 2003 as noted above. 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.

36

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# 4.   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:

| | all
secured liabilities, including any then outstanding secured debt securities which the
Company may have issued as of such time;
|- | ----------------------------------------------------------------------------------------------------------------------------------

| | all
unsecured liabilities, including any then unsecured outstanding secured debt securities
which the Company may have issued as of such time; and
|- | --------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 based upon a discount to the market price of common stock on the respective
dates of sale.

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 as the services were not yet provided and will be amortized as the
services are provided. In addition, 751,507 shares were issued on conversion of
convertible notes of $751,507, and 60,000 shares were issued in satisfaction of
liabilities. A $100,000 note payable was converted into 116,197 shares at $1.00 per share,
which represented the $100,000 note principal and $16,197 of accrued interest.

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.

37

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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 ranging
from $0.50 to $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.

During the year ended December 31,
2003 the Company issued 1,007,877 common shares for cash proceeds of $1,081,772 and
224,595 shares in connection with conversion of $620,657 of notes. A note outstanding as
of December 31, 2002, including the interest accrued, was settled by the issue of 209,595
shares of common stock of the Company on May 15, 2003. An amount of $214,590 being the
excess of the fair value of the shares over the value of the loans was included as a loss
on extinguishment of debt. In addition, a note for $15,000 was settled by the issue of
15,000 shares of common stock in July 2003. An amount of $39,750 being the excess of the
fair value of the shares over the value of the loans is included as a loss on
extinguishment of debt. Also in 2003, the Company issued 2,016,000 shares of common stock
for services of $2,016,000. The Company issued 50,000 shares of common stock in connection
with the conversion of accounts payable to convertible loans. The fair value of these
shares was determined to be $76,000 and this is included within general and administrative
expenses in the statement of operations. See Note 3, Note Payable and Convertible
Notes.

Also during the year ended December
31, 2003, the Managing Director of Onelink4travel Limited resigned, and 400,000 shares
were cancelled by the Company and refunded at the original purchase price paid for the
shares (approximately $0.005 per share after conversion for exchange rate and currency
translation). In addition, 500,000 common shares issued to a company of which a director
of the Company is manager were returned to the Company and cancelled. 12,000 common shares
issued to a consultant were cancelled when conditions of the agreement were not fulfilled
by the consultant.

During 2003, the Company issued
warrants for 520,000 shares to consultants. The fair value of these warrants of $576,800
was determined using the Black-Scholes method with the following assumptions: volatility
ranging from 80%-138%, a dividend yield of 0%, a risk free interest rate between 4.83% and
5.12% and a life of 1.0  1.04 years. All 520,000 warrants were cancelled during
2003. An additional 800,000 warrants were issued to consultants during 2003. The fair
value of these warrants of $618,000 was determined by using the Black-Scholes method with
the following assumptions: volatility ranging from 70%  80%, a dividend yield of 0%,
a risk free interest rate between 4.43%  5.12% and a life of 1.00  1.04 years.
Of those 800,000 warrants, 300,000 were cancelled in 2003.

The Company also issued 317,000
warrants in connection with convertible notes in 2003. The fair vale of these warrants of
$83,144 was determined using the Black Scholes method with the following assumptions:
volatility range from 80%  180%, a dividend yield of 0%, a risk free interest rate
between 4.43%  5.06% and a life of 1.04  3.00 years. Also, a warrant held by a
vendor at December 31, 2003 to purchase up to 250,000 shares of common stock at a price of
$1.50 per share expired during 2004 and was not exercised.

The fair value of warrants granted in
2004 was estimated at the date of grant using the Black-Scholes option pricing model and
the following assumptions 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 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.

38

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As of December 31, 2004, there are
3,472,450 warrants outstanding with an average exercise price $0.76. A table summarizing
outstanding warrants is as follows:

|                   | Shares | Weighted average
exercise price
|------------------ | ------ | -------------------------------
|Balance 12/31/2002 |        |                                
|Issued             |        |                                
|Exercised          |        |                                
|Cancelled          |        |                                
|Balance 12/31/2003 |        |                                
|Issued             |        |                                
|Exercised          |        |                                
|Cancelled          |        |                                
|Balance 12/31/2004 |        |                                

# 5.   Interest expense

|                              | 2004 | 2003
|----------------------------- | ---- | ----
|Interest expense/(income)     |      |     
|Amortization of debt discount |      |     
|                              |      |     
|Total                         |      |     
|                              |      |     

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 3). 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, 2004 and December 31, 2003, $118,820 and
$100,553, respectively, of interest expense was accrued and charged to the income
statement, and $1,217,914 and $1,259,077, respectively, of debt discounts were amortized
to the income statement as interest expense. No cash payments of interest were made during
the respective periods.

# 6.   Income taxes

Loss before provision for income
taxes consists of the following:

|              | December 31, 2004 | December 31, 2003
|------------- | ----------------- | -----------------
|United States |                   |                  
|Foreign       |                   |                  
|              |                   |                  
|Total         |                   |                  
|              |                   |                  

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The provision for income taxes
consists of the following:

|                       | December 31, 2004 | December 31, 2003
|---------------------- | ----------------- | -----------------
|Current:               |                   |                  
|United States          |                   |                  
|Foreign                |                   |                  
|                       |                   |                  
|Total                  |                   |                  
|                       |                   |                  
|Deferred income taxes: |                   |                  
|United States          |                   |                  
|Foreign                |                   |                  
|                       |                   |                  
|Total deferred taxes   |                   |                  
|                       |                   |                  
|Total income taxes     |                   |                  
|                       |                   |                  

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

|                                                 | December 31, 2004 | December 31, 2003
|------------------------------------------------ | ----------------- | -----------------
|Tax computed at the federal rate (34%)           |                   |                  
|Permanent differences                            |                   |                  
|Impact of UK losses taxed at 19% rather than 34% |                   |                  
|State Taxes:  Start-up costs                     |                   |                  
|Valuation allowance against net operating losses |                   |                  
|                                                 |                   |                  
|Income tax expense                               |                   |                  
|Effective tax rate                               |                   |                  
|                                                 |                   |                  

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

|                                    | December 31, 2004 | December 31, 2003
|----------------------------------- | ----------------- | -----------------
|Net current deferred tax assets:    |                   |                  
|Net operating losses                |                   |                  
|Start-up costs                      |                   |                  
|                                    |                   |                  
|Total deferred tax assets           |                   |                  
|Valuation allowance                 |                   |                  
|                                    |                   |                  
|Net deferred tax assets             |                   |                  
|Net current deferred tax liability: |                   |                  
|Software development costs          |                   |                  
|                                    |                   |                  
|Net deferred tax assets             |                   |                  
|                                    |                   |                  

During the years ended December 31,
2004 and December 31, 2003, the Company recognized a valuation allowance of $3,620,730 and
$2,087,147, respectively, against deferred tax assets. The change of valuation allowance
for the current year was a decrease of $1,533,582. The valuation allowance reduces
deferred tax assets to an amount that represents managements best estimate of the
amount of

40

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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, 2004 and December 31,
2003 the Company had approximately $5,479,896 and $4,785,621, respectively, of net
operating losses (NOL) carryforwards in the United Kingdom, all of which has an indefinite
expiration. At December 31, 2004 and December 31, 2003 the Company had approximately
$1,918,668 and $466,928 of NOL carryfowards in the United States. The NOL for the year
2002 has been restated to zero in that certain tax elections under United States income
tax law were not made by management relative to the above capitalized start up costs.
However, these tax elections could still be available for management to utilize in the
future. If management does not choose to utilize these tax elections, or to the extent
they are not otherwise available, there would be no NOL income tax benefit to the company.

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.

# 7.   Loss per share

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

|                                     | 2004
Number of shares | 2003
Number of shares
|------------------------------------ | --------------------- | ---------------------
|Weighted average number of shares:   |                       |                      
|For basic and diluted loss per share |                       |                      
|                                     |                       |                      

As a result of the net losses for the
years ended December 31, 2004 and December 31, 2003, the potential effect of the exercise
of warrants and the conversion of notes was anti-dilutive. Therefore, 7,659,901 and
3,756,782, respectively, of potentially dilutive securities have not been included in the
calculation of diluted loss per common share, as they are anti-dilutive.

# 8.   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, 2004, 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 OneLink4travel 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 OneLink4travel system,

41

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# 9.   Related party
transactions

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. Convertible notes outstanding at December 31, 2003
include $82,000 due to a company in which a member of the Companys Board of
Directors is a manager. This note was repaid in 2004. Convertible notes at December 31,
2003 also include $120,000 due to a company in which the Companys Chief Executive
Officer is a manager. $50,000 of this note was repaid and $70,000 was converted to equity
during 2004.

# 10.   Subsequent events

On March 10, 2005, the Company
announced that it had signed processing, product integration and referral agreements with
PayPal, Inc. The agreements, among other provisions, authorize the Company 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, the Company has expanded its commitment to PayPal
as its primary payment mechanism for roll-out of its services, adding the U.S. and
Canadian markets to the UK and Ireland.

On April 1, 2005, the Company entered
into an Acquisition Agreement (the RCI Agreement) with Reservation Center,
Inc., a California corporation (RCI), and the current shareholders of RCI, who
are Cary Goldberg and Jerry Goldberg, as Trustee of the Goldberg Family Trust
(collectively, the RCI Shareholders). Pursuant to the RCI Agreement, the
Company will acquire all of the issued and outstanding shares of RCI from the RCI
Shareholders, and thereby will acquire 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 their 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.

Subject to the terms and conditions
of the RCI Agreement, and effective as of April 8, 2005 or such other date as the parties
may agree (the Closing Date), the Company and RCI will pay $4,705,000 in
consideration of (i) the transfer of RCI shares to the Company by RCI Shareholders and
(ii) the transfer by Cary Goldberg to RCI of certain goodwill pursuant to a Goodwill
Purchase Agreement. As express conditions to the consummation of the transactions
contemplated by the RCI Agreement (i) the Company will enter into a warrant purchase
agreement to acquire an outstanding warrant to purchase approximately 20% of RCI for
$1,200,000; and (ii) the Companys wholly owned subsidiary will enter into a purchase
agreement to acquire certain business assets owned by a third party for a purchase price
of $50,000, which assets are used to effect reservations and other travel related services
necessary to RCIs business operations. Accordingly, the total consideration for the
Companys purchase of RCI will be approximately $5,955,000, of which $4,150,000 will
be paid in cash on the Closing Date, with the balance of $1,805,000 owed pursuant to
promissory notes. The Company will need to obtain funding in order to complete the
acquisition of RCI.

Also, as conditions to the
consummation of the transactions contemplated by the RCI Agreement: (i) the Company will
enter into non-competition agreements with each of Cary Goldberg and Jerry Goldberg
pursuant to which Messrs. Goldberg will agree 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
will enter into a consulting agreement with Cary Goldberg.

Prior to entering into the RCI
Agreement, there was no material relationship between the Company or any of its affiliates
and RCI or the RCI Shareholders.

42

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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 which the Company will acquire from the
Flannery Trust all of its interest in TCC, and thereby acquire sole ownership of TCC,
including the operations, assets and business of TCC.

TCC is a marketing services company
providing tele-marketing, customer service, payment collection and marketing survey
services for major US corporate clients. TCCs new multi-lingual call center is based
in Reno, Nevada.

Pursuant to the terms of the TCC
Agreement, in exchange for the TCC interests and effective as of April 8, 2005, the
closing date (the Closing) of the TCC Agreement, and subject to certain
conditions, the Company will issue 1,000,000 shares of its common stock to the Flannery
Trust and will issue 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.

On the second anniversary of the
Closing, subject to certain conditions and adjustments, the Company will make a cash
payment of up to $2,050,000 to the Flannery Trust, plus an amount equal to any accounts
receivable surplus (the Contingent Consideration), which amount will be
calculated pursuant to a specified formula.

Pursuant to the terms of the TCC
Agreement, the Company has an irrevocable option to reacquire each of the shares held in
escrow at an exercise price of $0.01 per share (the Repurchase Option). The
Flannery Trust may elect to reduce the amount of escrowed shares subject to the Repurchase
Option by canceling a portion of the outstanding principal amount of a note issued by TCC
to Flannery.

The amount of Contingent
Consideration payable to TCC and the number of shares eligible for purchase pursuant to
the Repurchase Option by the Company are subject to adjustment pursuant to a formula based
on future revenues and cash flows of TCC.

Also, 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) 1,000,000 plus the number of escrow shares that the Flannery
Trust is entitled to retain as of the second anniversary of Closing 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.

The obligations and representations
of the Company are secured (i) under a security agreement under which the obligations of
the Company will be secured by a security interest in the assets of TCC; and (ii) a pledge
agreement under which the obligations of the Company will be secured by a pledge of the
TCC membership interests.

As conditions to the consummation of
the transactions contemplated by the TCC Agreement: (i) the Company will enter 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 will enter 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.

Prior to entering into the TCC
Agreement, there was no material relationship between the Company or any of its affiliates
and TCC, the Flannery Trust or Flannery.

43

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The Company raised $1,050,000 in
April 2005 from the sale of convertible notes and warrants to provide funding for the
acquisition costs, for roll-out of its transaction process service and for working
capital.

44

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SIGNATURES

Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                    |                                                                                                                                    
|------------------- | -----------------------------------------------------------------------------------------------------------------------------------
|Date:  July 5, 2005 | ONE LINK 4 TRAVEL, INC.
                    (Registrant)
By: /s/ F.W. Guerin
         F. W. Guerin
         Chief Executive Officer

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