# 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, 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

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. [  ]

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

The aggregate market value of the
common stock held by non-affiliates of the issuer as of April 5, 2005 was $18,194,616.

The number of registrants
shares of common stock outstanding as of April 5, 2005 was 26,224,921.

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

# DOCUMENTS INCORPORATED
BY REFERENCE

Portions of the Proxy Statement for
the 2004 Annual Meeting of Shareholders (the Proxy Statement) to 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.

---



# TABLE OF CONTENTS

|           |  | Page
|---------- |  | ----
|           |  |     
|Part I     |  |     
|           |  |     
|Item 1     |  |     
|Item 2     |  |     
|Item 3     |  |     
|Item 4     |  |     
|           |  |     
|Part II    |  |     
|           |  |     
|Item 5     |  |     
|Item 6     |  |     
|Item 7     |  |     
|Item 8     |  |     
|Item 8A    |  |     
|           |  |     
|Part III   |  |     
|           |  |     
|Item 9     |  |     
|Item 10    |  |     
|Item 11    |  |     
|Item 12    |  |     
|Item 13    |  |     
|           |  |     
|Item 14    |  |     
|Signatures |  |     

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PART 1

ITEM 1. DESCRIPTION OF
BUSINESS.

Introduction

One Link 4 Travel, Inc.
(we, our and 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, 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. On September 12, 2002, we
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.

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.

We contracted with a global financial
services provider to support our requirements in 45 countries. 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 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.

On April 1, 2005 we signed an
agreement to acquire Reservation Center, Inc. (RCI) a 30 year old travel
agency consortia (buying group) and 24/7 reservation center service, with 15,000 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. With two synergistic businesses units, 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 accrue from fees paid by hotel companies for
participation in their annual hotel book, (a paper, CD and web site based
directory), 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.

On April 8, 2005 we closed an
agreement to acquire The Call Center LLC (TCC),
www.thecallcenterllc.com, a marketing services company providing tele-marketing,
customer service, payment collection and marketing survey services for major US corporate
clients. Its new state-of-the-art multi-lingual call center with 200 operators in Reno,
Nevada completes over two million connections per month with customers of mobile phone
company T-Mobile, and other corporate clients. The call center provides us with a
substantial sales and marketing capability that can directly reach travel buyers,
(consumers and travel agencies), and travel suppliers on a global scale.

3

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

Our corporate headquarters office is
located at One Market Plaza, San Francisco, California, and our operations are located in
Reading, United Kingdom. Our web site is located at www.onelink4travel.com.

The Onelink4travel Service

The Onelink4travel service is
designed to provide travel suppliers with a direct connection and integrated payment
mechanism to enable business with travel agents worldwide. Through its technical,
commercial and contractual design it has 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. It
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. For travel agents it offers access to
a wide range of on-line bookable non-air travel products, all of which will be pre-paid.
The 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 the
Onelink4travel system.

The Onelink4travel service can
connect the host reservation systems of travel suppliers with travel agencies via the
Internet and proprietary networks around the world. Onelink4travel 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, Onelink4travel is designed to streamline the financial settlement
process and allow both travel suppliers and local travel agencies to gain access to a
wider market.

Onelink4travel will generate revenue
through processing fees from the transaction of sales and payment for travel products
across its network. Recruitment of travel suppliers will be achieved directly by the
Onelink4travel sales and marketing organization. We plan to develop a relationship with
one of the 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.

Ultimately, Onelink4travel will
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

The Onelink4travel 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. The service will target 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

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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 Onelink4travel service is
designed to facilitate the distribution and financial settlement of pre-paid non-air
products through the retail channel. We are targeting specific non-air travel sectors
booked by travel agents that we estimate 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.

Onelink4travels 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 with 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.

5

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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 Onelink4travel
service is designed to provide agents and suppliers with the solution to these problems.

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 Onelink4travel 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. Over the past year 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 plan to complete the
remaining systems integration, testing and roll-out tasks in 2005 to commence operating
revenue.

The Onelink4travel System

The Onelink4travel 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  Onelink4travel  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:

6

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| |  | Improved
cash flow through electronic payment
| | - | ---------------------------------------------

| |  | Reduced
costs by receiving payment in local currency
| | - | ----------------------------------------------------

| |  | Greater
customer satisfaction through improved quality of transaction handling
| | - | ------------------------------------------------------------------------------

| |  | Increased
sales through a value added connection to travel agents worldwide
| | - | ---------------------------------------------------------------------------

| |  | New
methods to sell existing products
| | - | -------------------------------------

| |  | Reduced
costs of completed bookings.
| | - | ------------------------------------

Travel agents should receive the
benefits of:

| |  | Improved
cash flow through electronic payment
| | - | ---------------------------------------------

| |  | Improved
profits through commission payments in local currency
| | - | --------------------------------------------------------------

| |  | Access
to a supply of higher margin travel products
| | - | ---------------------------------------------------

| |  | Reduced
administration and back office costs
| | - | --------------------------------------------

| |  | Increased
supply and type of travel product to sell
| | - | ---------------------------------------------------

| |  | Greater
staff productivity and lower transaction costs through electronic booking.
| | - | ----------------------------------------------------------------------------------

Competition

On a global basis, there is no
current competition for Onelink4travel. 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 Onelink4travel service. Part of the Onelink4travel strategy
will be to seek to work with these organizations on a complementary basis, leveraging
their existing systems as part of the Onelink4travel 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

One Link 4 Travels 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. The underlying business strategy for One Link 4 Travel,
Inc. is to establish a presence in every major non-air travel and tourism market. The
Onelink4travel 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:

7

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

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

| |  | Utilizing
proven e-commerce technology
| | - | --------------------------------------

System Roll-out

The Onelink4travel service has
undergone extensive refinement and development since its initial operational pilot in
November 2002, when the system successfully completed end-to-end system testing. During
the first quarter of 2004 we integrated into our system a proprietary system for small
hotel and independent accommodation providers, and also successfully integrated a major
content aggregator for access to hotel chains and rental car companies. In late 2004 we
contracted with a global payment provider to support our requirements in 45 countries.
Subject to system extensions, modifications and interfaces required by our key suppliers,
the system is now scheduled to go live in 2005.

Initial rollout of the Onelink4travel
service is scheduled to cover car rental, hotel and other accommodation and travel
accessories. Subsequently rail, events and attractions, cruise, ferries, tours, and bus
and coach are expected to be added.

Initial country roll-out will target
US, Canadian and Western European travel agencies before expanding into other global
markets.

Employees

We have three employees in the United
Kingdom and two in San Francisco. Certain other personnel have been contracted to us under
consultancy agreements, including executive officers.

Acquisition Agreements

On April 1, 2005, the Company filed a
report on Form 8-K under Item 1.01 reporting that 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.

8

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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.

On April 8, 2005, the Company filed a
report on Form 8-K under Item 1.01 reporting that 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.

9

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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. The RCI acquisition has not closed as of the date
of filing of this Report and such closing is subject to the conditions stated above.

10

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# Risk Factors

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

We are a development
stage company with limited operating history for new investors wishing to evaluate our business

Our limited operating history makes
predicting a future operating result difficult. 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. These
risks include our ability to:

| |  | Access
additional capital;
| | - | --------------------------

| |  | Conclude
arrangements with third parties to provide global settlement services;
| | - | -------------------------------------------------------------------------------

| |  | Acquire
and retain travel suppliers;
| | - | ------------------------------------

| |  | Interest
travel agents in our services;
| | - | ---------------------------------------

| |  | Extend
existing and develop new strategic partner relationships;
| | - | ----------------------------------------------------------------

| |  | Attract
and retain key personnel.
| | - | ---------------------------------

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. We have engaged an investment banking firm to
assist us in this endeavour. However, no assurance can be given that our fundraising
efforts will be successful. If we are unable to obtaining additional financing, we will
likely not be able to continue in business.

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

We believe a special benefit of
Onelink4travel 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.

11

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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
Onelink4travel on a regular basis. If we are not successful in signing up travel supplier
content, then it may be more difficult to attract travel agents to use the system on a
regular basis.

We expect continued
losses until our business plan has been implemented

As we have not obtained any revenues,
we have incurred losses from operations. Substantial funding has been, and will be,
required for development of our system, and it can be expected that losses will continue
through the roll-out stage. It is unlikely that we would be profitable until late 2005 at
the earliest. We need to develop and implement a marketing and promotional plan in order
to develop a market for our products and to expend substantial resources on systems
enhancement and development. We will also need to pay transaction fees and make license
and other payments to our strategic partners and other vendors.

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 ofshares
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

Our operations will occur primarily
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
Onelink4travel services will likely suffer.

12

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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.

Prior to our acquisition
of FS2 Limited, we were an inactive corporation which had conducted no operations

Prior to September 2002 we were an
inactive company. None of the persons previously involved in management are currently
associated with us. In March 2003, we received a letter from the SEC asking us to
voluntarily provide documents in connection with the statements of prior management
regarding its business plans prior to September 2002. We voluntarily produced the
requested documents. There is uncertainty as to whether the statements or acts of prior
management could result in other government inquiries or actions which could negatively
impact us.

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

Provisions in our Certificate of
Incorporation may have the effect of delaying or preventing a merger with or acquisition
of us, or making a merger or acquisition less desirable to a potential acquirer, even
where the stockholders may consider the acquisition or merger 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, 2004, we had outstanding
26,159,296 shares of common stock. 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.

13

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Our common stock may be
classified as a penny stock under SEC rules and the market price of our
common stockmay 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 absence of revenues, it would be extremely
difficult to predict the market price of our common stock, and whether any stockholder
would be able to sell their shares quickly or at an acceptable price 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,
36th Floor, San Francisco, where we presently rent serviced office space as required. We
also rent two private offices from our corporate counsel in San Francisco.

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

During 2005, we anticipate requiring
office space for our administration and operations in the United States and United Kingdom
which we expect to be available on commercially reasonable terms.

ITEM 3.   LEGAL PROCEEDINGS.

We are not a party to any
legal proceedings.

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

None.

14

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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. 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, 2004
First quarter 
Second quarter 
Third quarter 
Fourth quarter Year ended December 31, 2003
First quarter 
Second quarter 
Third quarter 
Fourth quarter | High
 $1.24 
 $1.07 
 $0.68 
 $1.00 
  High
 $4.60 
 $3.05 
 $2.60 
 $1.50 | Low
 $0.39
 $0.62
 $0.38
 $0.35
   Low
 $2.25
 $1.90
 $1.40
 $0.31

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.

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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:

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

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

| | 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.

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Holders

As of April 5, 2005 there were
approximately 241 holders of record of our common stock.

17

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

The following discussion regarding
the financial statements of One Link 4 Travel, Inc. (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
Onelink4travel 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

One Link 4 Travel, Inc. 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, 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.

We contracted with a global financial
services provider to support our requirements in 45 countries. 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 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.

On April 1, 2005 we signed an
agreement to acquire Reservation Center, Inc. (RCI) a 30 year old travel
agency consortia (buying group) and 24/7 reservation center service, with 15,000 hotel and
22,000 travel agent clients, to leverage existing contracts with their travel agents,
hotels and a number of travel industry relationships for launch of our transaction
processing service. With two synergistic businesses units, RCI provides reservation center
services on behalf of travel agency clients handling problems that their travelers may
have, and handling after hours and overflow calls for travel arrangements. RCIs
other business unit, CCRA, provides structured marketing programs for hotels targeted
specifically to the travel agency channel. Revenues accrue from fees paid by hotel
companies for participation in their annual hotel book, (a paper, CD and web
site based directory), 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.

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On April 8, 2005 we closed an
agreement to acquire The Call Center LLC (TCC) www.thecallcenterllc.com
a marketing services company providing tele-marketing, customer service, payment
collection and marketing survey services for major US corporate clients. Its new
state-of-the-art multi-lingual call center with 200 operators in Reno, Nevada completes
over two million connections per month with customers of mobile phone company T-Mobile,
and other corporate clients that provides us with a substantial sales and marketing
capability that can directly reach travel buyers, (consumers and travel agencies), and
travel suppliers on a global scale.

We 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 our transaction process service and for working capital. We plan to
roll-out our service late in 2005.

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.

Going concern

Our financial statements are
prepared assuming that we will continue as a going concern. We have incurred losses from
operations of $6,092,973 for the year ended December 31, 2004, and have a working capital
deficit of $2,556,666 as of December 31, 2004. We may not be able to meet our financial
commitments as presently structured, and will require further funding to ensure the
continued development of our products and services. We are confident that we can raise
additional funds. We have engaged investment bankers and other appropriate financial
advisers and institutions to support this process and are executing a strategy to secure
further financing of several million dollars. During 2004, we received an aggregate of
$805,000 from the sale of convertible notes and warrants, $250,000 from a bridge loan
which may become a convertible note, and $1,070,547 from the sale of common stock and
payment for common stock previously issued, but unpaid. However, there can be no
assurances that subsequent fundraising will be successful. These factors raise substantial
doubt about our ability to continue as a going concern. Notwithstanding these
uncertainties, we have concluded that it is appropriate to prepare our 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.

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 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.

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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. During the year ended December 31, 2003, as a result of changes in our
business strategy, we identified certain software development that could no longer be
utilized, and recorded an impairment write off of $622,000. We are not aware of any
further impairment at December 31, 2004.

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.

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

We have no revenues or profits for
the period since inception, as we are a development stage company.

Sales and marketing

Our sales and marketing expenses for
the years ending 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 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 ending 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.

Depreciation and
Amortization

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Depreciation and amortization was
$13,534 and $12,514 in the years ending 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 have concluded that there is 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 ending December 31,
2004 and December 31, 2003, we issued shares of our common stock to settle outstanding
loans (see Note 3). 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 ending 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 5).

Net loss

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

# Liquidity and capital
resources

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 2005. We have raised $8.5 million
in equity and debt financing through December 31, 2004. We have converted $6.8 million in trade payables to equity
and long term debt in the period from January 2002 through December 2004. We had cash
balances of $95,618 at December 31, 2004. In the year ended December 31, 2004 and December
31, 2003, we received an aggregate of $805,000 and $400,000, respectively, from the sale
of convertible notes and warrants. The convertible notes are payable, with interest at 6%
per annum, after February 28, 2005, or upon closing of a sale of our securities in which
we receive proceeds of $5 million or greater. Upon closing of such a transaction, the
holders may also convert the notes into shares of our common stock at the
transactions offering price. Should we close an interim financing in which we
receive proceeds of $2 million but less than $5 million, the note holders may convert the
notes into shares of our common stock at the offering price of that transaction. If at
maturity the $5,000,000 financing has not occurred and the note holders have not converted
their notes, the notes may be converted into our common stock at $0.50 per share. The
board of directors has extended the conversion date of the notes to April 30, 2005. In
conjunction with the notes, we issued warrants to purchase an aggregate of 796,950 shares
of our common stock at $0.50 per share through December 31, 2006. We also received
$250,000 for a bridge loan in December 2004 that may become a convertible note.

In the year ended December 31,
2004, we also received $1,070,547 from the sale of our common stock and payment for common
stock previously issued, but unpaid. At December 31, 2004, we had $2,117,601 face value of
convertible notes due within one year. We believe that we will need approximately $2.0
million (assuming full conversion of the outstanding convertible notes) to complete the
roll out of our service, and reach a break-even cash flow level in our operations. We may
also seek additional capital to finance acquisitions that are complimentary to our
business. Based upon our assessment of the market for our service and anticipated revenue
and expenses, our business is not expected to break even until late 2005. Our plans are
dependent upon obtaining additional capital, and if we are not successful in obtaining
capital, our liquidity and operational plan will be adversely affected. There is no
assurance that we will be successful in raising this additional capital. These factors
raise substantial doubt about our ability to continue as a going concern.

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We are actively seeking equity
financing. In August 2003 we retained investment banker Presidio Merchant Partners of San
Francisco who assisted with the 2004 funding received by the Company. We have also
continued to receive support from private and corporate investors, and from service
providers who are willing to receive shares in lieu of cash fees. We intend to continue to
take advantage of opportunities to pay for services with shares of our common stock to
conserve cash.

New Accounting Standards

In December 2004, the Financial
Accounting standards Board (FASB) issued SFAS No. 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). We
have not yet determined which fair-value method and transitional provision we will follow.
However, we expect that the adoption of SFAS 123(R) will have a significant impact on our
results of operations. We do not expect the adoption of SFAS 123(R) will impact our
overall financial position. See Stock-Based Compensation in note 1 of the Notes to
Consolidated Financial Statements for the pro forma impact on net income and net income
per share from calculating stock-based compensation costs under the fair value alternative
of SFAS 123. However, 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.

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.

22

---



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. We
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 FIN46R 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.

23

---



# 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

---



# 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 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. The
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 and
financial statement schedule based on our audits.

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 audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the
consolidated financial position of One Link for Travel, Inc. and its subsidiary as of
December 31, 2004, and the results of their operations and their 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.
The Company is a development stage enterprise and, as discussed in Note 2 to the financial
statements, 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. The financial statements do not include any adjustments that might result from the
outcome of these uncertainties.

CERTIFIED PUBLIC
ACCOUNTANTS

San Francisco, CaliforniaApril 15, 2005

25

---



# Report of Independent
Registered 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

---



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

---



# 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

---



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

---



# 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

---



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         |                   |                  
|              |                   |                  

39

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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

---



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

None.

# 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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

45

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# 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      
               
               
Exhibit 3.1    
Exhibit 3.2    
Exhibit 4      
Exhibit 10.1   
               
Exhibit 10.1.1 
               
Exhibit 10.2   
               
Exhibit 10.3   
               
Exhibit 10.4   
               
Exhibit 10.5   
               
Exhibit 10.6   
Exhibit 10.7   
               
Exhibit 10.8   
               
Exhibit 10.9 | 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).
Amended and Restated Certificate of Incorporation (1).
Bylaws (incorporated by reference to the Company's Form SB-2, filed February 1, 2002).
Common Stock Certificate (1).
Consulting Services Agreement between the Company and Cornerstone  Alliance,  LLC, dated
September 12, 2002 (1).
Restricted Stock Agreement and Consulting Services Agreement  Modifications  between the
Company and Cornerstone Alliance, dated February 3, 2003 (1).
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).
Operating  Agreement  between FS2 Limited and  International  Air Transport  Association
(1).*
Restricted  Stock Purchase  Agreement  between FS2 Limited and David Bolton,  dated July
24, 2002 (1).
Restricted Stock Purchase  Agreement between FS2 Limited and Cornerstone  Alliance,  LLC
(1).
Restricted Stock Purchase Agreement between FS2 Limited and Red Sky Holdings, LLC (1).
Support  Agreement  between FS2 Limited and K3 Business  Technology Group plc, dated May
23, 2002 (1).
Agreement between FS2 Limited and World Distribution  Consultants  Limited,  dated April
15, 2002, as amended by the Deed of Variation (1).
Consulting  and  Services  Agreement  between FS2 Limited  and Emsley  Management  Ltd.,
dated January 1, 2002 (1).

46

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|                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 10.10
Exhibit 10.11
             
Exhibit 10.12
             

Exhibit 10.13
             
Exhibit 10.14
             
Exhibit 10.15
             
Exhibit 10.16
             
Exhibit 10.17
             
Exhibit 10.18
Exhibit 10.19
Exhibit 10.20
             
Exhibit 10.21
             
Exhibit 10.22
             
Exhibit 14   
Exhibit 21   
Exhibit 31.1 
Exhibit 31.2 
Exhibit 32 | Services Agreement between FS2 Limited and Videcom International Limited (1).*
Services  Agreement  between FS2 Limited and Webb & Flo Inc.,  dated May 28, 2002 (filed
herewith).*
Services  Agreement  between FS2 Limited and Thermeon  Corporation,  dated September 11,
2002 (1).*

Engagement  Letter as Finance  Director  between FS2 Limited and David J. Bolton,  dated
May 15, 2002 (1).
Engagement  Letter as  Director -  Corporate  Development  between  FS2  Limited  and F.
William Guerin, dated May 15, 2002 (1).
Engagement  Letter as Director and COO between FS2 Limited and Roger  Emsley,  dated May
15, 2002 (1).
Engagement  Letter as  Director,  Chairman  of the Board and CEO between FS2 Limited and
Graeme Pearce, dated May 15, 2002 (1).
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).
Agreement between the Company and Waterford Equities, Inc., dated April 9, 2003 (2).
2005 Stock Incentive Plan.
Acquisition  Agreement among the Company  Reservation  Center, Inc. and the shareholders
of Reservation Center, Inc., dated April 1, 2005.
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.
Pre Paid Content Distribution Agreement between Sabre EMEA Marketing Limited and the Company 
dated July 14, 2004.


Code of Ethics (2).
Subsidiaries of the Registrant (2).
Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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.
|--- | -----------------------------------------------------------------------------------------------------------------------------------

47

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

| | * | 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 no reports on Form
8-K during the quarter ended December 31, 2004.

48

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# SIGNATURES

In accordance with the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this
report to be signed on its behalf on April 15, 2005 by the undersigned, thereunto duly
authorized.

| |                                                                           
| | --------------------------------------------------------------------------
| | ONE LINK 4 TRAVEL, INC/s/ F.W. Guerin
F. W. Guerin
Chief Executive Officer

In accordance with the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant on April 15, 2005 and in the capacities indicated below.

| |                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | /s/ F.W. Guerin
F. W. Guerin
Chief Executive Officer, President, Secretary and
Director/s/ Alan Geddes
Alan Geddes
Chief Financial Officer/s/ Peter Boatright
Peter Boatright,
Director/s/ Edward Nichols
Edward Nichols
Director
________________
John Herzog
Director

49

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