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, 2005

     [ ]  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
                                               -------

                             ONELINK CORPORATION
             ------------------------------------------------------
             (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.


<PAGE>

                               ONELINK CORPORATION
                                  (Registrant)

Date:  April 29, 2006                          By:      /s/ F.W. Guerin
                                                        -----------------------
                                                        F. W. Guerin
                                                        Chief Executive Officer

                                Explanatory Note


Onelink Corporation is amending its Annual Report on Form 10-KSB for the year
ended December 31, 2005 to include the information required by Items 9, 10, 11,
12 and 14 of the Form 10-KSB. The initial filing on Form 10-KSB indicated that
we would incorporate these sections of Part III by reference to our definitive
proxy statement. We no longer expect to be able to file the definitive proxy
statement in the applicable time frame required for incorporating by reference
information into the Form 10-KSB. Accordingly, we are filing this amended Form
10-KSB/A to include such information and to remove references to the proxy
statement. Except as indicated, we have made no other changes to the Form 10-KSB
for the year ended December 31, 2005.


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

Set forth below is information regarding the executive officers and directors of
Onelink Corporation


             Name                              Position
      -----------------------------------------------------------------------
      F. W. Guerin                    Chief Executive Officer,
                                      President, Secretary and Director
      -----------------------------------------------------------------------
      David F. Fromal                 Chief Operating Officer
      -----------------------------------------------------------------------
      Peter L. Boatright              Director
      -----------------------------------------------------------------------
      John E. Herzog                  Director
      -----------------------------------------------------------------------
      Richard J. Marxen               Director
      -----------------------------------------------------------------------
      W. Edward Nichols               Director
      -----------------------------------------------------------------------

F. W. Guerin, age 53, became our Chief Executive Officer and a director in
2002. He has also served as an executive director of our United Kingdom
subsidiary, Onelink4travel Limited, since 2002. Since 1999, he has also served
as the chairman of Cornerstone Alliance, LLC, a management consulting firm. He
has also served from 2001 to 2004 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 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 University of California in Berkeley, California.



<PAGE>
David F. Fromal, age 52, became our Chief Operating Officer in April 2006. Most
recently, from 2004 to 2006, Mr. Fromal was President and CEO of Salis, Inc., an
Atlanta based, venture-backed start-up focused on the opportunities in the
automation of tax-related services. From 1999 to 2004, Mr. Fromal served as
Executive Vice President, Strategic Development and Corporation Communications
at TRX, Inc., a global leader in transaction processing for the travel industry.
He started his career at the American Express TRS Company, Inc. where, over a 13
year period, he rose to the position of Senior Vice President, including
responsibility for the U.S. Personal Travel portfolio, a 1,250 person
organization with $1 billion in annual sales. Mr. Fromal received a B.A. degree
from the Christopher Newport University in Newport News, Virginia.

Peter L. Boatright, age 74, became a member of our Board of Directors in January
2005. He is the Chairman of our Audit Committee. For the past fourteen years, he
has served as a director of the Coppermark Bank, and he currently serves as
Chairman of the Audit Committee. Mr. Boatright has also served as a trustee of
the Oklahoma United Methodist Foundation since 1998, and is currently Chairman
of the Investment Committee. He previously served as President of Goldman
Investments, and as an attorney and certified public accountant. Mr. Boatright
received B.B.A. and LLB degrees from the University of Oklahoma.

John E. Herzog, age 70, became a member of our Board of Directors in September
2004. He is retired Chairman Emeritus of Herzog Heine Geduld, Inc. once one of
the nation's largest NASDAQ market-making firms. At the time of its acquisition
in 2000 by Merrill Lynch, the firm made markets in over 9000 stocks. Mr. Herzog
is currently Chairman of R.M. Smythe & Co., Inc. a company founded in 1880 that
earned a reputation as the foremost source of information regarding the value of
inactive and obscure stock and bond certificates. The company is now a premiere
auction house specializing in antique stocks and bonds, bank notes, coins,
autographs and photographs. He is also the founder of the Museum of American
Financial History, a member of the Smithsonian National Board, an emeritus
trustee of Randolph-Macon Woman's College, a member of the NYU Stern School
Board of Overseers, and a recipient of the Ellis Island Medal. Mr. Herzog was a
former Director of the Securities Industry Association and remains a member of
its New York District Economic Education Foundation.

Richard J. Marxen, age 59, became a member of our Board of Directors in July
2005. Mr. Marxen is currently chairman of Connective Technologies, Inc., a
company he founded in 1995 to provide web-enabled solutions to property and
casualty insurance carriers. Until this year he also was an executive officer of
INSpire Insurance Solutions, first as president and CEO, and then as a senior
vice president of CGI Group, Canada's largest independent IT services firm,
after CGI Group acquired INSpire in 2003. Mr. Marxen joined INSpire, a $30
million NASDAQ-traded provider of software solutions and outsourced business
process services in 2000 to bring the company out of Chapter 11 bankruptcy. He
also served as a vice president and consultant to OneShield, Inc., a start-up
provider of technology solutions to the insurance industry, spearheading the
company's business development efforts. From 1998 to 2001, Mr. Marxen was board
chairman at Apple Orthodontix, Inc., a NASDAQ-traded orthodontic practice
management firm. Mr. Marxen received a B.S. degree in industrial engineering
from Texas Tech University.

W. Edward Nichols, age 63, also became a member of our Board of Directors in
2002. He is Chairman of our Compensation Committee. For the past several years,
Mr. Nichols has been a member of the law firm of Nichols & Nichols. He is
authorized to practice law in the states of Colorado and Kansas, the U.S.
Federal Courts and the U.S. Supreme Court. Mr. Nichols is also the owner of
Nichols and Company LLC, a management consulting firm. Mr. Nichols received a
B.B.A. degree from Washburn University in Topeka, Kansas and a J.D. degree from
the Washburn University School of Law.


<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, 2005, except that a Form 3 report was filed
late by OurLink LLC and a Form 4 report was filed late by W. Edwards Nichols.

Code of Ethics
---------------

We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or controller
or person performing similar functions. Our code of ethics was filed as Exhibit
14 to our Report on Form 10-KSB for the fiscal year ended December 31, 2004.

Audit Committee
---------------

Our Board of Directors has an Audit Committee. The members of the Audit
Committee are Peter L. Boatright and W. Edward Nichols.


ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain information regarding compensation paid
by us to our chief executive officer during the fiscal years ended December 31,
2005 and December 31, 2004.

<TABLE>
<CAPTION>

Summary Compensation Table(1) (2)
----------------------------------
                            Annual Compensation                                          Awards             Payouts
                            -------------------                                          ------             -------     All Other
        Name and           Fiscal Year    Salary      Bonus    Other Annual     Restricted       Options     LTIP       Compensa-
   Principal Position                       ($)                Compensation    Stock Awards($)      (#)      Payouts      tion
                                                                                                              ($)          ($)
<S>                           <C>         <C>                    <C>
F. W. Guerin                  2005        248,778       -        $28,000                            -          -            -
Chief Executive Officer (1)
                              2004           -          -        168,000          550,000           -          -            -

Alan Geddes                   2005        120,262       -           -                -           300,000       -            -
Chief Financial Officer (2)
                              2004           -          -           -                -              -          -            -

</TABLE>

-------------------------------
(1)      We paid no compensation directly to our executive officers in 2004. In
         2004 we had a consulting services agreement with Cornerstone Alliance
         LLC, which is managed by Mr. Guerin. Cornerstone received $28,000 in
         2005 for services rendered in 2004. Mr. Guerin was employed directly by
         the Company in 2005.

(2)      During portions of the fiscal years ended December 31, 2004 and 2005,
         we used the services of CFO's2GO and paid this firm $40,300 in 2004 and
         $66,650 in 2005 for the services of Alan Geddes. We employed Mr. Geddes
         directly commencing in July 2005. The amount set forth in the table
         reflects his direct payments for salary. We also used the services of
         other financial personnel through Alan Geddes Consulting Associates, a
         firm wholly owned by Mr. Geddes, and paid that firm $105,152 in 2005.
         Mr. Geddes departed from his position as Chief Financial Officer on
         April 14, 2006.

In September 2002, we entered into a consulting services agreement with a
company affiliated with Mr. Guerin for Mr. Guerin's services. The consulting
services agreement provided that Mr. Guerin would serve as an executive officer
and as a member of our Board. Pursuant to this consulting services agreement, we
paid $14,000 per month as a Base Rate. We also issued 550,000 shares of
restricted stock to Mr. Guerin's affiliates in 2004. Commencing January 2005,
Mr. Guerin has been employed directly by us at a salary of $20,000 per month.

Onelink4travel Limited entered into an engagement letter with Mr. Guerin
regarding his appointment as an Executive Director of Onelink4travel Limited,
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 Onelink4travel
Board. No compensation is currently paid for his board service.

We entered into an employment agreement on April 17, 2006 with David Fromal.
David will serve as our Chief Operating Officer. The term of the agreement is
three years. David will receive a base salary of $240,000 per year and will be
eligible to receive an incentive bonus as determined by our board of directors
based upon David's performance and our performance. David has been granted
options to purchase 500,000 shares of our common stock at $1.10 per share,
vesting over a 48-month period.

Alan Geddes departed from his position as Chief Financial Officer on April 14,
2006, and we entered into a Separation and Release Agreement with Alan on April
22, 2006. Alan will continue to assist the Company with reports to be filed
within the next month with the SEC and will receive cash payments in 2006 equal
to nine months normal compensation. Of the options to purchase 300,000 shares
held by Alan, option grants were amended and restated as of April 14, 2006 to
provide for (i) the termination of his options to purchase 50,000 shares at
$1.50 per share; (ii) the full vesting of 140,000 of 250,000 options to purchase
shares at $1.00 per share, with a right by him to exercise any or all of his
vested shares through April 14, 2011; and (iii) the termination of the balance
of options to purchase 110,000 shares at $1.00 per share.



<PAGE>

Option Grants in Fiscal Year Ended December 31, 2005; Compensation of Directors
-------------------------------------------------------------------------------

In 2005 we created our 2005 Stock Incentive Plan. The following table summarizes
stock options that were granted to the above named executive officers during
2005.
<TABLE>
<CAPTION>

               Number of Securities    Percentage of Total
                Underlying Options      Options Granted to
Name                  Granted           Employees in 2005  Exercise price  Expiration Date
-------------- ---------------------- -------------------- --------------- ---------------
<S>                   <C>                     <C>               <C>          <C>
Alan Geddes           300,000                 26.7%             $1.00        4/14/2011 (1)


</TABLE>

(1)    Mr. Geddes employment with us was terminated in April 2006. Pursuant to a
       Separation and Release Agreement entered into on April 22, 2006, options
       to purchase 140,000 shares may be exercised by Mr. Geddes through April
       14, 2011, and his other options have been terminated.

Aggregated Option Exercises in Fiscal 2005 and FY-End Option Values
-------------------------------------------------------------------

     The following table contains information about options exercised by our
named executive officers during 2005 and the option values as of December 31,
2005.

<TABLE>
<CAPTION>
                                                                                   Value of Unexercised
                 Shares                     Number of Shares Underlying            In-the-Money Options
               Acquired on       Value      Unexercised Options at FY-End (#)      at FY-End ($)
Name            Exercise       Realized     Exercisable/Unexercisable              Exercisable/Unexercisable(1)
------------- -------------- -------------- ------------------------------------- -----------------------------
<S>               <C>            <C>                      <C>                            <C>
Alan Geddes        --             --                      300,000                         $0/$0

</TABLE>


     (1)  Mr. Geddes has retained options to purchase 140,000 shares.


In 2005, we granted options to purchase 100,000 shares to each of Messrs
Boatright, Marxen, Nichols and Herzog (or their affiliates)in connection with
their services to us as directors. We also issued an additional 25,000 shares to
Mr. Nichols for consulting services.


<PAGE>
The 2005 Stock Incentive Plan

     In 2005 we created our 2005 Stock Incentive Plan. The number of shares of
common stock issuable under the Plan is 10,000,000. The Option Committee has
broad discretion to grant incentive options, non-qualified options and awards of
restricted stock. Incentive options may be granted only to employees. The
exercise price of incentive options cannot be less than the fair market value of
the underlying common stock on the date the incentive options are granted. The
Option Committee has the discretion to select the persons, including employees,
consultants and directors, to whom options and restricted stock awards will be
granted, the term of those awards, exercise price, and other terms and
conditions. However, no option may be exercisable more than 10 years after the
granting of the option.

     The Board of Directors may at any time terminate the Plan or make such
amendments or modifications to the Plan that our Board deems advisable, except
that no amendments may impair previously outstanding options or stock awards.

     The incentive options issuable under the Plan are structured to qualify for
favorable tax treatment provided for "incentive stock options" by Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"). All references to
the tax treatment of the incentive options are under the Code as currently in
effect. Pursuant to Section 422 of the Code, optionees will not be subject to
federal income tax at the time of the grant or at the time of exercise of an
incentive option. In addition, provided that the stock underlying the incentive
option is not sold less than two years after the grant of the incentive option
and is not sold less than one year after the exercise of the option, then the
difference between the exercise price and the sales price will be treated as
long-term capital gain or loss. An optionee also may be subject to the
alternative minimum tax upon exercise of his incentive options. We will not be
entitled to receive any income tax deductions with respect to the granting or
exercise of incentive options or the sale of the common stock underlying the
incentive options.

     Non-qualified options issued under the Plan will not qualify for the
special tax benefits given to incentive options under Section 422 of the Code.
An optionee does not recognize any taxable income at the time he is granted a
non-qualified option or non-qualified non-discretionary option. However, upon
exercise of these options, the optionee recognizes ordinary income for federal
income tax purposes measured by the excess, if any, of the then fair market
value of the shares over the exercise price. The ordinary income recognized by
the optionee will be treated as wages and will be subject to income tax
withholding by us. Upon an optionee's exercise of a non-qualified option, we
will be entitled to a tax deduction in the amount recognized as ordinary income
to the optionee provided that we effect withholding with respect to the deemed
compensation. Upon an optionee's sale of shares acquired pursuant to the
exercise of a non-qualified option, any difference between the sale price and
the fair market value of the shares on the date when the option was exercised
will be treated as long-term or short-term capital gain or loss.

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

The following sets forth, as of April 24, 2006, the ownership of our common
stock held by each person who beneficially owns more than 5% of our common
stock, each of our directors, and all of our directors and named executive
officers as a group.

<PAGE>
<TABLE>
<CAPTION>


Beneficial Owner                                Number of Shares Owned      Percentage of Ownership
----------------                                ----------------------      -----------------------
<S>                                                     <C>                         <C>
F. W. Guerin(1)                                         2,650,000                   7.80%
One Market Plaza
Spear Tower, 36th Floor
San Francisco, CA 94105

W. Edward Nichols (2)                                   1,345,109                   4.02%
One Market Plaza
Spear Tower, 36th Floor
San Francisco, CA 94105

Peter L. Boatright(3)                                   1,494,640                   4.34%
4932 NW 31st Street
Oklahoma City, OK  73122

John E. Herzog (4)                                      4,027,472                  11.47%
2 Rector Street, 12th Floor
New York, NY  10006

Richard J. Marxen (5)                                     100,000                   *
425 Wyndham Crest
Fort Worth, TX 76114

All directors and named executive
officers as a group (5 persons) (1)(2)(3)(4)(5)         9,642,246                  26.10%

OurLink LLC (6)                                         4,000,000                  10.79%
2819 Glenda Avenue
Fort Worth, TX 76117

</TABLE>

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

(1)  Includes (i) 850,000 shares owned by Cornerstone, a company owned and
     managed by Mr. Guerin, (ii) 1,150,000 shares owned by another entity
     controlled by Mr. Guerin, (iii) warrants to purchase 450,000 shares at
     $1.00 per share until May 6, 2007; and (iv) options to purchase 200,000
     shares at $1.00 per share until March 1, 2016.
(2)  Includes shares held by Nichols and Company LLC, a company controlled by
     Mr. Nichols. Also includes options to purchase 100,000 shares of common
     stock at $1.00 per share until July 1, 2010 and options to purchase 25,000
     shares of common stock at $1.00 per share until March 1, 2011.
(3)  Includes 395,656 shares held by the Boatright Family LLC and 185,884 shares
     held by an IRA for his benefit. Also includes (i) 37,500 shares underlying
     a warrant to purchase common stock at an exercise price of $.75 per share
     until June 17, 2007; (ii) 50,000 shares underlying a warrant to purchase
     common stock at an exercise price of $.50 per share until September 3,
     2007; (iii) 161,000 shares underlying a warrant to purchase common stock at
     an exercise price of $.50 per share until December 14, 2007; (iv) 39,600
     shares underlying a warrant to purchase common stock at an exercise price
     of $.50 per share until December 31, 2006; (v) 100,000 shares of common
     stock underlying options to purchase common stock at a price per share of
     $1.00 until July 1, 2010; (vi) 25,000 shares underlying options to purchase
     common stock at $1.00 per share until March 1, 2011; and (vii) 500,000
     shares underlying a warrant to purchase common stock at an exercise price
     of $1.00 per share until November 10, 2010.



<PAGE>
(4)  Includes 2,215,497 shares held by Mr. Herzog directly, and 25,000 shares
     held by his IRA. Also includes (i) 20,000 shares underlying a warrant to
     purchase common stock at a price of $1.50 per share until June 19, 2006;
     (ii) 250,000 shares underlying a convertible promissory note, which is
     convertible into shares of common stock at a conversion price of $1.00 per
     share under December 17, 2007; (iii) 20,000 shares underlying a warrant to
     purchase common stock at an exercise price of $1.00 per share until
     December 23, 2007; (iv) 150,000 shares underlying a convertible promissory
     note, which is convertible into shares of common stock at a conversion
     price of $1.00 per share until December 17, 2007; (v) 250,000 shares
     underlying a convertible promissory note, which is convertible into shares
     of common stock at a conversion price of $1.00 per share until December 17,
     2007; (vi) 350,000 shares of common stock underlying a convertible
     promissory note, which is convertible into shares of common stock at a
     conversion price of $1.00 per share until December 17 2007; (vii) 217,800
     shares of common stock underlying a warrant to purchase common stock at a
     price per share of $.50 until December 31, 2006; (viii) 39,600 shares of
     common stock underlying a warrant to purchase common stock at a price per
     share of $.50 until December 31, 2006 owned by Sarah Herzog; (ix) 39,600
     shares of common stock underlying a warrant to purchase common stock at a
     price per share of $.50 until December 31, 2006 owned by Mary Herzog; (x)
     37,500 shares of common stock underlying a warrant to purchase common stock
     at a price per share of $.50 until June 17, 2007; (xi) 100,000 shares of
     common stock underlying a warrant to purchase common stock at a price per
     share of $.50 until August 11, 2007; (xii) 187,500 shares of common stock
     underlying a warrant to purchase common stock at a price per share of $.50
     until October 21, 2007; and (xiii) 100,000 shares of common stock
     underlying options to purchase common stock at a price per share of $1.00
     until July 1, 2010.
(5)  Consists of 100,000 shares of common stock underlying options to purchase
     common stock at a price per share of $1.00 until July 1, 2010.
(6)  Includes 1,333,333 shares underlying a warrant to purchase common stock at
     an exercise price of $1.50 per share until May 5, 2010 and 2,666,667 shares
     underlying a convertible promissory note convertible in shares of common
     stock at a conversion price of $1.50 per share until December 24, 2007. JRJ
     Ventures, Inc. is the sole manager of OurLink, LLC.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In September 2003, we agreed with creditors who were owed an aggregate of
$1,982,115 to convert the accounts payable into convertible notes. The notes
were convertible into our common stock at $1.00 per share through January 31,
2005 at the option of the note holders. Included in this amount were $120,000
owed to Cornerstone and $102,000 owed to Nichols and Company, LLC. The note to
Nichols and Company LLC was repaid in cash in 2004. The note to Cornerstone was
repaid in 2004 consisting of $50,000 in cash and 75,000 shares of our common
stock.


<PAGE>
From December 2003 through April 2004 we received an aggregate of $1,105,000
from the sale of notes convertible into our common stock at $.50 per share and
warrants to purchase an aggregate of 1,093,950 shares of our common stock at
$.50 per share expiring on December 31, 2006. John E. Herzog invested $300,000
in this offering and received convertible notes in the principal amount of
$297,000 and warrants to purchase 297,000 shares. Peter L. Boatright's IRA
invested $40,000 in this offering and his IRA received convertible notes in the
principal amount of $39,600 and warrants to purchase 39,600 shares. In April
2005 Mr. Herzog and Mr. Boatright's IRA converted all of the principal and
accrued interest of their notes and received 640,967 shares and 85,384 shares,
respectively, of our common stock.

From December 2004 through April 2005 we received an aggregate of $2,450,000
from the sale of notes convertible into our common stock at $1.50 per share
through December 24, 2007 and warrants to purchase an aggregate of 816,666
shares of our common stock at $1.50 per share expiring in five years. John
Herzog loaned us $1,000,000 in this offering and received convertible notes in
the principal amount of $1,000,000 and warrants to purchase 333,333 shares. In
December 2005, we entered into an agreement with Mr. Herzog pursuant to which we
agreed to reduce the conversion price of the convertible notes purchased by Mr.
Herzog in this offering to $1.00 per share, and agreed to reduce the exercise
price of the warrants to $.75 per share in the event that Mr. Herzog exercised
the warrants on or before December 30, 2005. Mr. Herzog exercised the warrants
on December 28, 2005 and, therefore, the conversion price of the notes and the
exercise price of the warrants owned by Mr. Herzog were reduced pursuant to the
terms of this agreement.

In November 2005 we borrowed $500,000 from the Boatright Family LLC pursuant to
a promissory note due November 10, 2006 and a Revolving Loan Agreement. Interest
accrues on the note at 1% above the prime rate. In connection with this loan we
issued to the Boatright Family LLC warrants to purchase 500,000 shares of our
common stock at $1.00 per share through November 10, 2010.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Stonefield Josephson, Inc. served as our independent auditors for the year ended
December 31, 2004. Stonefield Josephson, Inc. billed us $83,964 for professional
services rendered in 2004, all of which consisted of audit fees. Audit fees
consist of the audit of our annual financial statements, reviews of our
quarterly reports on Form 10-QSB, and services that are normally provided by the
independent auditors in connection with statutory and regulatory filings or
engagements for the relevant years. Mahoney Cohen & Company, CPA, P.C. served as
our independent auditors for the year ended December 31, 2005 and billed us
$157,138 for professional services rendered in 2005. Stonefield Josephson, Inc.
billed us $45,775 for audit fees and $49,236 for other fees incurred in the year
ended December 31, 2005. The other fees were incurred in connection with audits
of companies acquired by us in 2005.






<PAGE>