UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB/A

[x]  Annual Report Under Section 13 or 15(d) of the  Securities  Exchange Act of
     1934 for the fiscal year ended December 31, 2002

[ ]  Transition Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 (No Fee Required) for the Transition Period from ______ to ______

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

                                BSP ONELINK, INC
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


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



     One Market Plaza
  Spear Tower, 36th Floor
 San Francisco, California                                              94105
 -------------------------                                            ----------
 (Address of principal executive offices)                             (Zip Code)

         Issuer's telephone number, including area code: (415) 293-8277
                                                         --------------

         Securities registered under Section 12 (b) of the Exchange Act:

                                                           Name of each Exchange
Title of each Class                                        on which Registered
-------------------                                        ---------------------
    None                                                          None

         Securities registered under Section 12 (g) of the Exchange Act:

                          $0.001 par value common stock
                          -----------------------------
                                (Title of Class)


                                   SIGNATURES

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

                                                BSP ONELINK, INC.
                                                (Registrant)

Date:  April 30, 2003                           By:  /s/ F.W. Guerin
                                                     -----------------------
                                                     F. W. Guerin
                                                     Chief Executive Officer

<PAGE>
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

Set forth below is information regarding the executive officers and directors of
both BSP Onelink,  Inc.(BSP or we) and FS2 Limited (FS2).  FS2 is a wholly-owned
subsidiary  of BSP.  All  directors  of BSP are elected to hold office until the
next annual meeting of stockholders or until their  successors have been elected
and qualified.


     Name                              Position
     ----                              --------

F.William Guerin    Chief Executive Officer, President, Secretary and Director
                    of BSP, and Director of FS2
--------------------------------------------------------------------------------
David J. Bolton     Treasurer, Chief Financial Officer and Director of BSP, and
                    Finance Director of FS2
--------------------------------------------------------------------------------
W. Edward Nichols   Director of BSP
--------------------------------------------------------------------------------
Roger Emsley        Managing Director of FS2
--------------------------------------------------------------------------------
Graeme Pearce       Chairman of the Board and Director of FS2
--------------------------------------------------------------------------------

F. William Guerin,  age 50, became the Chief Executive Officer and a director of
BSP in 2002 in connection with the 2002 reverse  takeover of BSP by FS2. He has
also served as  executive  director of FS2 since 2002.  Since 1999,  he has also
served as the chairman of Cornerstone Alliance LLC a management consulting firm.
He has also served since 2001 as a director of the World Luxury Group Limited, a
United Kingdom based  publishing and marketing  services  company.  From 1994 to
1999,  he was president of Orbit  Network  Inc., a firm  specializing  in travel
technology and on-line services. He has also served since 1998 as a trustee, and
since 2003 as the President of the Board of Trustees of the Carapace  Institute,
a non-profit  art industry  trade  organization.  Mr.  Guerin  received B.S. and
M.B.A.  degrees  from the  School  of  Business  Administration,  University  of
California, Berkeley.

David J. Bolton,  age 51, became the CFO of BSP in 2002 in  connection  with the
reverse  takeover  of BSP by  FS2. He has also served as a director of FS2 since
2002. His principal business occupation is group finance director of K3 Business
Technology Group plc, a computer  software and consultancy  business situated in
the United Kingdom. For the three years immediately  preceding his joining K3 in
1998,  Mr.  Bolton was finance  director of Hollas Group plc, a  publicly-traded
company in the United  Kingdom.   Mr.  Bolton is a graduate  of the  Southampton
University and is a member of the Institute of Chartered  Accountants in England
and Wales.

W.  Edward  Nichols,  age 60,  became a  director  of BSP in 2002.  For the past
several  years,  Mr.  Nichols  has been a member of the law firm of Nichols  and
Nichols and the owner of a consulting firm, Nichols and Company LLC. Mr. Nichols
received  B.B.A.  degree from Washburn  University in Topeka,  Kansas and a J.D.
degree from the Washburn University School of Law.

Roger Emsley,  age 60, has served as a consultant to, and director of, FS2 since
2002 and as managing  director  since  January  2003.  Since 1998, he has been a
director of Emsley  Management  Ltd., a consulting  firm.  From 1998 to 2002 Mr.
Emsley was on full-time contract to the International Air Transport  Association
("IATA")  as  Director  Distribution   Projects,   and  most  recently  Director
Distribution  Services and Director  Customer Service and  Communications.  From
1971 to  1997,  he was a  senior  manager  of  Canadian  Airlines  International
including  positions as Manager  International  Industry Affairs and delegate to
IATA,  serving as the chairman of the IATA Billing and Settlement Plan Committee
for ten years.

Graeme Pearce,  age 44, has served as a non-executive  board member and chairman
of FS2 since 2002. Since 1990, Mr. Pearce has held various  executive  positions
with the International Air Transport Association ("IATA"), the trade association
of the  international  airline  industry.  At  IATA,  Mr.  Pearce  is  currently
responsible for management of the airline  distribution system and the worldwide
field  organization  as  Director  of  Operations,   Industry  Distribution  and
Financial  Services.  Mr.  Pearce is a graduate of  Lanchester  Polytechnic  and
London Polytechnic in England.

                                       -2-
<PAGE>

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

Based solely on our review of copies of Section 16(a) reports filed by officers,
directors and greater than 10%  shareholders  with the  Securities  and Exchange
Commission,  which have been  received  by us and written  representations  from
these persons that no other reports were required for those persons,  we believe
that all filing requirements  applicable to those persons were complied with for
the fiscal year ended December 31, 2002, except that Messrs.  Bolton, Guerin and
Nichols  filed  late  their  Form  3's  reporting  their  initial  statement  of
beneficial ownership of BSP's securities.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain information  regarding  compensation paid
by BSP and FS2 to our chief executive officer and the other executive officer of
BSP (the "named executive  officers")  during the fiscal year ended December 31,
2002. No compensation was paid prior to 2002.

     Summary Compensation Table
     --------------------------

<TABLE>
<CAPTION>

                            Annual Compensation                                         Awards             Payouts
                            -------------------                                         ------             --------
          Name and            Fiscal     Salary      Bonus     Other Annual     Restricted     Options      LTIP          All Other
     Principal Position        Year       ($)                  Compensation       Stock          (#)       Payouts     Compensation
                                                                                 Awards($)                  ($)           ($)
-----------------------       ------     ------      -----     ------------     -----------    --------   --------   -------------
<S>                           <C>        <C>         <C>       <C>              <C>            <C>        <C>        <C>
F. William Guerin              2002                             $133,720                        450,000
Chief Executive
 Officer (1)

David J. Bolton                2002                              $47,000
Chief Financial
Officer (2)
</TABLE>

------------------------------
(1) We  paid no  compensation  directly  to our  executive  officers.  We have a
consulting services agreement with Cornerstone  Alliance LLC which is managed by
Mr. Guerin.  In addition to the cash  compensation set forth in the table above,
we have accrued  compensation  owed to Cornerstone for services rendered in 2002
of $139,185.  Our agreement with  Cornerstone is described below. We also issued
to Cornerstone  warrants to purchase up to 450,000 shares of our common stock at
$1.00 per share which are exercisable through September 12, 2003.

(2) The compensation  amount set forth opposite Mr. Bolton's name was paid to K3
Business Technology Group plc pursuant to a consulting  services  agreement.  In
addition to the cash  compensation set forth in the table above, we have accrued
compensation owed to K3 for services rendered in 2002 of $80,000.  Mr. Bolton is
Group  Finance  Director of K3. The  consulting  services  agreement  with K3 is
described below.

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

We have no employees or employment agreements. We do not currently pay directors
fees to our directors.  We have the following  agreements  with our officers and
directors and directors of FS2.

In  September  2002,  we  entered  into a  consulting  services  agreement  with
Cornerstone for Mr. Guerin's  services through December 31, 2004. The consulting
services  agreement  provides that Mr. Guerin will serve as an executive officer
of BSP and as a member of the BSP Board.  Cornerstone  is to be paid $14,000 per
month as a Base Rate. In addition to the Base Rate,  Cornerstone  is entitled to
receive an incentive  bonus. The consulting  services  agreement dated September
12, 2002, and the related Restricted Stock Purchase Agreement,  were modified on

                                       -3-
<PAGE>

February 3, 2003 to reward  Cornerstone  with a stock  grant of 200,000  shares,
with  the  provision  that no  other  incentive  bonus  would  be paid  for 2003
services. These shares are not subject to the transfer restrictions and right of
repurchase set out in the Restricted Stock Purchase Agreement.  Cornerstone will
be  eligible  for a bonus in 2004  based  upon key  goals and  objectives  to be
determined by the Board prior to the beginning of 2004.  The bonus for 2004 will
not be less than 150% of the  annual  amount of the Base  Rate.  The  consulting
services agreement will be renewed automatically at the end of the term, but can
be terminated  upon 60 days prior written  notice for any reason.  The agreement
provides that in the event of termination of the agreement by BSP for "cause" or
voluntary  termination by Cornerstone,  Cornerstone  will receive payment of the
Base Rate through the termination date but will not be entitled to any bonus for
the year in which  termination  occurs. In the event that termination is not for
"cause",  Cornerstone  will be  entitled  to  receive  payment  of the Base Rate
through  December 31, 2004, or if termination is after December 31, 2004, for 60
days, as well as a bonus for the year in which termination occurs, and any right
of repurchase of shares under the  Restricted  Stock  Purchase  Agreements  will
lapse immediately.  In the event that termination is upon death or disability of
Mr. Guerin, the consulting  services agreement provides that Cornerstone will be
entitled to receive the Base Rate through the termination  date and to receive a
lump sum of the  lesser  of (i)  three  months  Base  Rate or (ii) the Base Rate
through  December 31, 2004, or if termination is after December 31, 2004, for 60
days. In addition,  any right of repurchase of shares under the Restricted Stock
Purchase  Agreements will lapse immediately.  The consulting  services agreement
contains  non-solicitation  provisions  which prohibit both  Cornerstone and Mr.
Guerin from  soliciting  any  customer or employee of BSP or FS2 for a period of
one year following termination.

FS2 entered into an engagement  letter with Mr. Guerin regarding his appointment
as Corporate Development Director of FS2, effective May 15, 2002. The engagement
will continue  unless three months  written notice of termination is provided by
either party.  The engagement  letter provides that Mr. Guerin will be paid at a
rate as agreed by the FS2 Board.  No  compensation  was paid  during 2002 to Mr.
Guerin for his services as a member of the BSP or FS2 Boards.

FS2 has entered into a support  agreement with K3 Business  Technology Group plc
for the provision of services by David J Bolton,  effective as of February 2002.
The initial  term of the  agreement  was through  March 31, 2003 but was renewed
automatically  at the end of the term.  The  agreement  provides that Mr. Bolton
will  participate  in management and Board meetings of FS2. The agreement can be
terminated upon three months prior written notice for any reason.  The agreement
provides  that K3 is  entitled  to receive  $7,000 per  calendar  month.  It was
subsequently  agreed by the Board of FS2 that the  monthly fee be  increased  to
$13,000  for the  months of July,  August  and  September  2002,  and to $16,000
effective from October 1, 2002. FS2 also entered into an engagement  letter with
Mr. Bolton regarding his appointment as Finance Director of FS2, effective as of
February 6, 2002.  The  engagement  will  continue  unless three months  written
notice of  termination  is  provided  by either  party.  The  engagement  letter
provides that Mr.  Bolton will be paid at a rate as agreed by the FS2 Board.  No
compensation  was paid to Mr. Bolton during 2002 for his services as a member of
the BSP or FS2 Boards.

FS2 has entered into a consulting  services agreement with Emsley Management Ltd
for the provision of services by Roger Emsley,  effective as of January 1, 2002,
for a term ending on December 31, 2003.  The agreement  provides for the term to
be extended by written  agreement  between the parties.  The agreement  provides
that Mr. Emsley will serve as Chief Operating  Officer of FS2 and as a member of
the FS2  Board.  Effective  January  2003,  Mr.  Emsley's  title was  changed to
Managing  Director.  Emsley Management is entitled to receive $12,000 per month.
However, the agreement provides that the compensation for 2002 be waived as long
as Emsley  Management was retained under a separate  contract with IATA.  Emsley
Management  was so  retained  and so no  compensation  was  paid for  2002.  The
agreement can be terminated  prior to December 31, 2003 either by mutual written
agreement  between the parties,  upon six months prior written  notice by either
party if after the first  eighteen  months  of the  agreement,  or by FS2 in the
event of death, disability or other incapacity of Mr. Emsley.  Compensation will
be paid to the date of termination.  FS2 may terminate the agreement for "cause"
immediately  upon  notice to Emsley.  FS2 has also  entered  into an  engagement

                                       -4-
<PAGE>

letter with Mr. Emsley regarding his appointment as Director and Chief Operating
Officer of FS2,  effective as of February 20, 2002. The engagement will continue
unless three months  written  notice of termination is provided by either party.
The engagement  letter provides that Mr. Emsley will be paid at a rate agreed by
the Board of FS2. No  compensation  was paid to Mr.  Emsley  during 2002 for his
services as a member of the FS2 Board.

FS2 has entered  into an  engagement  letter with Graeme  Pearce  regarding  his
appointment as Director and Chairman of the Board of FS2,  effective as of March
25,  2002.  The  engagement  continues  unless three  months  written  notice of
termination is provided by either party. The engagement letter provides that Mr.
Pearce will be paid at a rate as agreed by the Board of FS2. No compensation was
paid to Mr. Pearce during 2002. FS2 has entered into an operating agreement with
IATA which  provides  termination  rights to IATA if Mr.  Pearce or a substitute
nominee of IATA is not serving as a director of FS2.

Option Grants in Fiscal Year Ended December 31, 2002
----------------------------------------------------

We have no option  plan and have not granted any stock  options.  The  following
table sets forth  information  with  respect  to  warrants  granted to our chief
executive officer during the fiscal year ended December 31, 2002.

<TABLE>
<CAPTION>
                                                                                                Potential Realizable
                                                     Percent                                         Value at
                                  Number of           Total                                    Assumed Annual Rates
                                  Securities       options/SARs                                 Stock Appreciation
                                  Underlying        granted to     Exercise or                    For Option Term
                                 Options/SARs       Employees       base price  Expiration   --------------------------
          Name                   granted (#)      in fiscal year      ($/Sh)       date          5%            10%
-------------------------     -----------------------------------------------------------------------------------------
<C>                             <C>                <C>               <C>          <C>          <C>               <C>
F. William Guerin               450,000            100%              $1.00        9/12/03      $22,500           $50,000
</TABLE>


ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

Ownership by Directors and Executive Officers
---------------------------------------------

The  following  table sets forth,  as of March 31,  2003,  the  ownership of our
common  stock  held by  each  of our  directors  and  all of our  directors  and
executive officers as a group.


Beneficial Owner                 Number of Shares Owned  Percentage of Ownership
----------------                 ----------------------  -----------------------
Roger Emsley (1)                         1,278,600               7.3
Peter R. Short (2)                       1,200,000               6.8
F. William Guerin(3)                     1,900,000              10.6
David J. Bolton (4)                        878,600               5.0
W. Edward Nichols (5)                    1,715,000               9.8
All directors and executive              4,493,600              25.4
  officers as a group (3 persons)
  (3)(4)(5)
---------------------------------

(1) Includes  1,200,000 shares he by Grove Investments LLC, a company in which
Mr. Emsley is the Manager and co-owner with his wife, and 78,600 shares owned by
a company controlled by Mr. Emsley and his wife.

                                       -5-
<PAGE>

(2) Information with respect to Mr. Short has been derived from his Schedule 13G
dated February 24, 2003 as filed with the SEC.

(3) Includes 850,000 shares owned by Cornerstone, a company owned and managed by
Mr. Guerin, and 600,000 shares owned by another entity controlled by Mr. Guerin.
Also includes warrants issued to Cornerstone to purchase up to 450,000 shares of
our common stock at $1.00 per share through September 12, 2003.

(4) Includes  31,500 shares held by Mr.  Bolton's  wife.  Mr.  Bolton  disclaims
beneficial ownership of these shares.

(5)  Includes  1,700,000  shares  held by  Nichols  and  Company  LLC, a company
controlled by Mr.  Nichols,  and 15,000 shares held by Mr.  Nichols'  wife.  Mr.
Nichols disclaims  beneficial  ownership of the shares owned by his wife. Of the
1,700,000 shares owned by Nichols and Company LLC, 500,000 shares are subject to
a stock restriction and repurchase agreement described in Item 12 below.

Ownership by 5 Percent Stockholders
-----------------------------------

The  following  table sets forth,  as of March 31,  2003,  the  ownership of our
common  stock held  by each  person,  not set forth in the table of Ownership by
Directors and Executive  Officers,  who beneficially owns more than 5 percent of
our common stock.

Beneficial Owner                 Number of Shares Owned  Percentage of Ownership
----------------                 ----------------------  -----------------------
Grove Investments, LLC (1)               1,200,000               6.8
4190 Lougheed Highway
Suite 204
Burnaby, British Columbia  V5C 6A8

Cornerstone Alliance, LLC (2)            1,300,000               7.2
138 Miller Avenue
#125
Mill Valley, CA 94941

Nichols and Company, LLC (3)             1,700,000               9.7
6700 West Dorado Drive
#41
Denver, CO 80123

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

(1)  These shares are also included in the shares  opposite Mr. Emsley's name in
     the table of Ownership by Directors and Executive Officers.

(2)  These shares are also included in the shares  opposite Mr. Guerin's name in
     the table of Ownership by Directors and Executive Officers.

(3)  These shares are also included in the shares  opposite Mr. Nichols' name in
     the table of Ownership by Directors and Executive Officers.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

As  described in Item 10 above,  we and FS2 have  entered  into various  service
agreements with officers and directors of BSP and FS2.

We have set forth in Item 11  information  regarding  the  stockholdings  of our
officers,  directors and principal  shareholders.  Messrs. Emsley, Short, Guerin
and Bolton were  shareholders  of FS2 and acquired BSP shares in connection with
the  business  combination  of BSP by FS2.  Some of  the shares  held by Messrs.
Short,  Guerin  and  Bolton  are  subject  to  repurchase  at cost  pursuant  to
restricted stock purchase agreements if they cease to provide services to us. As
of March 31, 2003,  49.5% of these shares  remained  subject to  repurchase,  of
which  restrictions  will lapse as to 16.5% on each of the following dates: July
24, 2003,  January 24, 2004 and July 24, 2004. In 2003,  we also issued  250,000
shares to Mr.  Guerin and 50,000  shares to Mr.  Bolton for  services  rendered.
These  shares are not subject to  repurchase  rights.  Mr.  Guerin's  affiliate,
Cornerstone,  also  received a warrant to purchase  up to 450,000  shares of our
common stock at $1.00 per share through September 12, 2003.

We issued 550,000 shares in 2002 to Mr. Nichols' affiliate,  Nichols and Company
LLC, for services rendered.  In addition, on September 13, 2002, we entered into
a stock  restriction  and  repurchase  agreement  with  Nichols and Company LLC.
Pursuant to the stock  restriction and repurchase  agreement,  we issued 500,000
shares of our common  stock to Nichols  and  Company  LLC.  We have the right to
repurchase shares at $.001 per share if the number of our  fully-diluted  shares
is less than 30 million on September 13, 2003.  The number of shares that we may
repurchase  will be determined by the formula of 1,500,000 less 5% of the number
of fully diluted  shares.  For purposes of the  agreement,  fully diluted shares
mean the number of shares  issued  and  outstanding  or  subject to  outstanding
warrants,  options or convertible debt  instruments.  We have until December 12,
2003 to effect the repurchase.  In 2003, we also issued 50,000 shares to Nichols
and  Company  LLC  for  services  rendered.  These  shares  are not  subject  to
repurchase.

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

(a)  Exhibits

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

         Exhibit 3.1       Amended and Restated Certificate of Incorporation
                           (incorporated  by  reference  to an  exhibit  to  the
                           registrant's  report on Form  10-KSB  filed April 15,
                           2003).

                                       -6-
<PAGE>

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

         Exhibit 4         Common Stock Certificate (incorporated by reference
                           to an  exhibit  to the  registrant's  report  on Form
                           10-KSB filed April 15, 2003).

         Exhibit 10.1       Consulting Services Agreement between the
                           Company  and   Cornerstone   Alliance,   LLC,   dated
                           September 12, 2002  (incorporated  by reference to an
                           exhibit  to the  registrant's  report on Form  10-KSB
                           filed April 15, 2003).

         Exhibit 10.1.1    Restricted  Stock  Agreement  and  Consulting
                           Services Agreement  Modifications between the Company
                           and  Cornerstone  Alliance,  dated  February  3, 2002
                           (filed herewith).

         Exhibit 10.2      Warrant to Purchase  Common Shares issued by the
                           Company to Cornerstone  Alliance dated  September 13,
                           2002 with respect to 450,000  shares of the Company's
                           common stock (incorporated by reference to an exhibit
                           to the registrant's report on Form 10-KSB filed April
                           15, 2003).

         Exhibit 10.3      Operating  Agreement  between  FS2  Limited and
                           International Air Transport Association (incorporated
                           by reference to an exhibit to the registrant's report
                           on Form 10-KSB filed April 15, 2003).*

         Exhibit 10.4      Restricted Stock Purchase  Agreement between FS2
                           Limited  and  David  Bolton,   dated  July  24,  2002
                           (incorporated  by  reference  to an  exhibit  to  the
                           registrant's  report on Form  10-KSB  filed April 15,
                           2003).

         Exhibit 10.5      Restricted Stock Purchase  Agreement between FS2
                           Limited and Cornerstone  Alliance,  LLC (incorporated
                           by reference to an exhibit to the registrant's report
                           on Form 10-KSB filed April 15, 2003).

         Exhibit 10.6      Restricted Stock Purchase  Agreement between FS2
                           Limited and Red Sky Holdings,  LLC  (incorporated  by
                           reference to an exhibit to the registrant's report on
                           Form 10-KSB filed April 15, 2003).

         Exhibit 10.7      Support  Agreement  between  FS2 Limited and K3
                           Business  Technology  Group plc,  dated May 23, 2002.
                           (incorporated  by  reference  to an  exhibit  to  the
                           registrant's  report on Form  10-KSB  filed April 15,
                           2003)

         Exhibit 10.8      Agreement   between   FS2  Limited  and  World
                           Distribution  Consultants  Limited,  dated  April 15,
                           2002,   as   amended   by  the   Deed  of   Variation
                           (incorporated  by  reference  to an  exhibit  to  the
                           registrant's  report on Form  10-KSB  filed April 15,
                           2003).

         Exhibit 10.9      Consulting and Services  Agreement  between FS2
                           Limited and Emsley  Management Ltd., dated January 1,
                           2002  (incorporated by reference to an exhibit to the
                           registrant's  report on Form  10-KSB  filed April 15,
                           2003).

         Exhibit 10.10     Services  Agreement  between  FS2  Limited and
                           Videcom  International  Limited,  dated May 28,  2002
                           (incorporated  by  reference  to an  exhibit  to  the
                           registrant's  report on Form  10-KSB  filed April 15,
                           2003).*

         Exhibit 10.10.1   Deed of  Variation  between  FS2 Limited and
                           Videcom   International   Limited   (incorporated  by
                           reference to an exhibit to the registrant's report on
                           Form 10-KSB filed April 15, 2003).

                                       -7-
<PAGE>

         Exhibit 10.11     Services Agreement between FS2 Limited and Webb
                           & Flo Inc., dated September 11, 2002 (incorporated by
                           reference to an exhibit to the registrant's report on
                           Form 10-KSB filed April 15, 2003).*

         Exhibit 10.12     Services  Agreement  between  FS2  Limited and
                           Thermeon   Corporation,   dated  September  11,  2002
                           (incorporated  by  reference  to an  exhibit  to  the
                           registrant's  report on Form  10-KSB  filed April 15,
                           2003).*

         Exhibit 10.13     Engagement  Letter as Finance Director between
                           FS2 Limited and David J.  Bolton,  dated May 15, 2002
                           (incorporated  by  reference  to an  exhibit  to  the
                           registrant's  report on Form  10-KSB  filed April 15,
                           2003).

         Exhibit 10.14     Engagement  Letter  as  Director  -  Corporate
                           Development   between  FS2  Limited  and  F.  William
                           Guerin, dated May 15, 2002 (incorporated by reference
                           to an  exhibit  to the  registrant's  report  on Form
                           10-KSB filed April 15, 2003).

         Exhibit 10.15     Engagement  Letter as Director and COO between
                           FS2  Limited  and Roger  Emsley,  dated May 15,  2002
                           incorporated  by  reference  to  an  exhibit  to  the
                           registrant's  report on Form  10-KSB  filed April 15,
                           2003).

         Exhibit 10.16     Engagement Letter as Director,  Chairman of the
                           Board and CEO between FS2 Limited and Graeme  Pearce,
                           dated May 15, 2002  (incorporated  by reference to an
                           exhibit  to the  registrant's  report on Form  10-KSB
                           filed April 15, 2003).

         Exhibit 10.17     Stock  Restriction  and  Repurchase  Agreement,
                           dated July 24,  2002,  between  FS2 Limited and Peter
                           Short (filed herewith).

         Exhibit 10.18     Stock  Restriction  and  Repurchase  Agreement,
                           dated September 13, 2002,  between BSP Onelink,  Inc.
                           and Nichols and Company LLC (filed herewith).

         Exhibit 21        Subsidiaries  of the  Registrant (incorporated  by
                           reference to an exhibit to the registrant's report on
                           Form 10-KSB filed April 15, 2003).

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

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

(b)  Reports on Form 8-K

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

                                       -8-
<PAGE>



                                  CERTIFICATION

I, F. W. Guerin, certify that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



Dated: April 30, 2003                         BSP ONELINK, INC.



                                              By:  /s/ F.W. Guerin
                                                   -----------------------------
                                                   F.W. Guerin
                                                   President and Chief Executive
                                                   Officer

                                       -9-
<PAGE>



                                  CERTIFICATION

I, David Bolton, certify that:

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


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

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

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

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

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

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

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

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

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

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

Dated: April 30, 2003                         BSP ONELINK, INC.



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

                                      -10-