**United States**

**Securities & Exchange Commission**

**Washington,D.C. 20549**

 

**FORM 10-QSB**

 

 

**(MarkOne)**

** **
| **ý** |   | **QUARTERLY REPORT PURSUANT TO SECTION 13 or  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|------------|--------|----------------------------------------------------------------------------------------------|
|       |   | **For  the quarterly period ended June 30, 2002**                                            |
|       |   |                                                                                         |   |   |   |   |
| **o**      |   | **TRANSITION REPORT UNDER SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934**      |

 

**Commissionfile number 0-25764**

 

**OneLink, Inc.**

(Exact name ofsmall business issuer as specified in its charter)

 

| **Minnesota**                      |   | **41-1675041**       |
|------------------------------------|--------|----------------------|
| (State or other  jurisdiction      |   | (IRS Employer        |
| of incorporation  or organization) |   | Identification  No.) |

 

**10340Viking Drive, Suite 150**

**EdenPrairie, MN 55344**

(Address ofprincipal executive offices)

 

**952-294-3398**

(Issuer’stelephone number)

 

           Checkwhether the issuer (1) filed all reports required to be filed by section 13 or15(d) of the Exchange Act during the past 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  YES ý      NO o

 

 

APPLICABLE TOCORPORATE ISSUERS

           Statethe number of shares outstanding of each of the issuer’s classes of commonequity, as of the latest practicable date: 9,861,254 shares of common stock outstanding as of September 9, 2002,par value $.01 per share.

 

           TransitionalSmall Business Disclosure Format (check one): YES o      NO ý

 

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OneLink, Inc.

Form 10-QSB

Quarter Ended June30, 2002

 

 

Table of Contents

 
|           |                                                                                    |                                                                                        |   |   |
|----------------|-----------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------|--------|--------|
| PART I         | Financial Information                                                                   |                                                                                        |   |
|           |                                                                                    |                                                                                        |   |   |
| Item 1.        | Financial Statements  (Unaudited) Balance Sheets at June 30, 2002 and December 31, 2001 |                                                                                        |   |
|           |                                                                                    |                                                                                        |   |   |
|           |                                                                                    | Statements  of Operations for the three months and six months ended June 30, 2002 and  2001 |   |   |
|           |                                                                                    |                                                                                        |   |   |
|           |                                                                                    | Statements  of Cash Flows for the six months ended June 30, 2002 and 2001                   |   |   |
|           |                                                                                    |                                                                                        |   |   |
|           |                                                                                    | Notes to Financial  Statements                                                              |   |   |
|           |                                                                                    |                                                                                        |   |   |
| Item  2.       | Management’s  Discussion and Analysis or Plan of Operations                        |                                                                                        |   |
|           |                                                                                    |                                                                                        |   |   |
| Item 3.        | Controls and  Procedures                                                                |                                                                                        |   |
|           |                                                                                    |                                                                                        |   |   |
| PART II        | Other Information                                                                       |                                                                                        |   |
|           |                                                                                    |                                                                                        |   |   |
| Item 6.        | Exhibits and  Reports on Form 8-K                                                       |                                                                                        |   |
|           |                                                                                    |                                                                                        |   |   |
| SIGNATURE      |                                                                                    |
|           |                                                                                    |                                                                                        |   |
| CERTIFICATIONS |                                                                                    |
|                |                                                                                         |                                                                                             |        |        |  |  |

 

 

2

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**PARTI — Financial Information**

 

**Item1.  Financial Statements**

 

**OneLink, Inc.**

Balance Sheets

 
|                                                                                                                                                             |   | **June 30,**    |    | **December  31,** |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------|---------|-------------------|--------|
|                                                                                                                                                             |   | **2002**        |    | **2001**          |   |
|                                                                                                                                                             |   | **(unaudited)** |    |              |   |
| Assets                                                                                                                                                           |   |            |    |              |   |
| Current assets:                                                                                                                                                  |   |            |    |              |   |
| Cash and cash  equivalents                                                                                                                                       |   | $               | 13,229  |              | $      | 147,768 |   |
| Trade accounts  receivable, net of allowance for doubtful                                                                                                        |   |            |    |              |   |
| accounts of $0  in 2002 and 2001                                                                                                                                 |   | 109,812         |    | 145,761           |   |
| Receivable, sale  of TeleSmart & TeleMetrics Products                                                                                                        |   | 214,300         |    | 0                 |   |
| Prepaid expenses                                                                                                                                                 |   | 14,239          |    | 65,207            |   |
| Total current  assets                                                                                                                                            |   | 351,580         |    | 358,736           |   |
|                                                                                                                                                             |   |            |    |              |   |
| Property and  equipment:                                                                                                                                         |   |            |    |              |   |
| Furniture and  equipment                                                                                                                                         |   | 49,927          |    | 513,793           |   |
| TeleSmart  equipment                                                                                                                                             |   | 0               |    | 997,171           |   |
| Product  equipment                                                                                                                                               |   | 0               |    | 214,505           |   |
| Web-based  software                                                                                                                                              |   | 0               |    | 745,940           |   |
| Total property  and equipment                                                                                                                                    |   | 49,927          |    | 2,471,409         |   |
| Accumulated  depreciation and amortization                                                                                                                       |   | (48,057         | )       | (2,089,050        | )      |
|                                                                                                                                                             |   | 1,870           |    | 382,359           |   |
| Other assets:                                                                                                                                                    |   |            |    |              |   |
| Long-term  prepaid expense, net of amortization                                                                                                                  |   | 0               |    | 516,509           |   |
| Deposits                                                                                                                                                         |   | 11,465          |    | 11,465            |   |
|                                                                                                                                                             |   | 11,465          |    | 527,974           |   |
|                                                                                                                                                             |   |            |    |              |   |
| Total assets                                                                                                                                                     |   | $               | 364,915 |              | $      | 1,269,069 |   |
|                                                                                                                                                             |   |            |    |              |   |
| Liabilities and  Shareholders’ Equity                                                                                                                       |   |            |    |              |   |
|                                                                                                                                                             |   |            |    |              |   |
| Current  liabilities:                                                                                                                                            |   |            |    |              |   |
| Accounts payable                                                                                                                                                 |   | $               | 83,483  |              | $      | 54,305 |   |
| Accrued payroll  and related taxes                                                                                                                               |   | 1,706           |    | 33,212            |   |
| Accrued expenses                                                                                                                                                 |   | 61,043          |    | 62,110            |   |
| Deferred revenue                                                                                                                                                 |   | 0               |    | 103,356           |   |
| Total current  liabilities                                                                                                                                       |   | 146,232         |    | 252,983           |   |
|                                                                                                                                                             |   |            |    |              |   |
| Shareholders’  equity:                                                                                                                                      |   |            |    |              |   |
| Series A  Convertible Preferred Stock, par value $.01 per share, Authorized shares3⁄41,400,000; Issued and outstanding shares: 2002 and  2001— 1,320,000 |   | 13,200          |    | 13,200            |   |
| Common Stock,  par value $.01 per share, Authorized shares3⁄4  50,000,000; Issued and outstanding shares: 2002 and 2001— 9,861,254                       |   | 98,612          |    | 98,612            |   |
| Additional  paid-in capital                                                                                                                                      |   | 16,116,976      |    | 16,116,976        |   |
| Stock-subscription  receivable                                                                                                                                   |   | (223,922        | )       | (223,922          | )      |
| Accumulated  deficit                                                                                                                                             |   | (15,786,183     | )       | (14,988,780       | )      |
| Total  shareholders’ equity                                                                                                                                 |   | 218,683         |    | 1,013,086         |   |
|                                                                                                                                                             |   |            |    |              |   |
| Total  liabilities and shareholders’ equity                                                                                                                 |   | $               | 364,915 |              | $      | 1,269,069 |   |

 

*Seeaccompanying notes to financial statements*.

 

3

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**OneLink, Inc.**

** **

Statements of Operations

 

(unaudited)

 
|                                                               |   | **Three  months ended June 30,** |     | **Six months  ended June 30,** |   |
|--------------------------------------------------------------------|--------|---------------------------------------|----------|--------------------------------|--------|
|                                                               |   | **2002**                              |     | **2001**                       |   | **2002** |   | **2001** |   |
|                                                               |   |                                  |     |                           |   |   |   |   |   |
| Revenues                                                           |   |                                  |     |                           |   |   |   |   |   |
| TeleSmart                                                          |   | $                                     | 165,994  |                           | $      | 252,064 |   | $ | 419,517 |   | $ | 520,697 |   |
| Consulting                                                         |   | 23,628                                |     | 94,319                         |   | 65,153 |   | 318,113 |   |
| Product/Set-up  fees                                               |   | 3,790                                 |     | 9,575                          |   | 12,525 |   | 15,130 |   |
| Customer Service                                                   |   | 24,000                                |     | 32,312                         |   | 59,854 |   | 65,069 |   |
| Total Revenues                                                     |   | 217,412                               |     | 388,270                        |   | 557,048 |   | 919,009 |   |
| Cost of revenues                                                   |   | 145,809                               |     | 266,164                        |   | 388,273 |   | 572,116 |   |
| Gross profit                                                       |   | 71,603                                |     | 122,106                        |   | 168,775 |   | 346,893 |   |
|                                                               |   |                                  |     |                           |   |   |   |   |   |
| Operating  expenses:                                               |   |                                  |     |                           |   |   |   |   |   |
| Selling                                                            |   | 3,378                                 |     | 189,239                        |   | 32,285 |   | 323,753 |   |
| General and  administrative                                        |   | 222,450                               |     | 496,633                        |   | 564,815 |   | 969,217 |   |
| Research and  product development                                  |   | 0                                     |     | 203,039                        |   | 40,067 |   | 393,953 |   |
| Impairment  charge related to TeleSmart and TeleMetrics Products   |   | 336,506                               |     | 0                              |   | 336,506 |   | 0 |   |
| Total operating  expenses                                          |   | 562,334                               |     | 888,911                        |   | 973,673 |   | 1,686,923 |   |
| Operating loss                                                     |   | (490,731                              | )        | (766,805                       | )      | (804,898 | ) | (1,340,030 | ) |
|                                                               |   |                                  |     |                           |   |   |   |   |   |
| Interest income                                                    |   | 11                                    |     | 6,510                          |   | 458 |   | 13,850 |   |
| Other income                                                       |   | 6,779                                 |     | 0                              |   | 7,037 |   | 0 |   |
| Net loss                                                           |   | $                                     | (483,941 | )                              | $      | (760,295 | ) | $ | (797,403 | ) | $ | (1,326,180 | ) |
|                                                               |   |                                  |     |                           |   |   |   |   |   |
| Net loss per  common share:                                        |   |                                  |     |                           |   |   |   |   |   |
| Basic and  Diluted                                                 |   | $                                     | (0.05    | )                              | $      | (0.08 | ) | $ | (.08 | ) | $ | (.13 | ) |
| Weighted average  number of shares outstanding (Basic and Diluted) |   | 9,861,254                             |     | 9,861,254                      |   | 9,861,254 |   | 9,861,254 |   |
|                                                               |   |                                  |     |                           |   |   |   |   |   |

 

*Seeaccompanying notes to financial statements.*

 

4

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**OneLink, Inc.**

** **

Statements of Cash Flows

 

(unaudited)

** **
|                                                                             |   | **Six months  ended June 30,** |       |
|----------------------------------------------------------------------------------|--------|--------------------------------|------------|
|                                                                             |   | **2002**                       |       | **2001** |   |
| **Operating activities:**                                                        |   |                           | ** ** |   | ** ** |
| Net loss                                                                         |   | $                              | (797,403   | ) | $ | (1,326,180 | ) |
| Adjustments to  reconcile net loss to net cash used in operating activities:     |   |                           |       |   |   |
| Depreciation and  amortization                                                   |   | 209,189                        |       | 295,155 |   |
| Net gain on sale  of property and equipment                                      |   | (7,241                         |       | 0 |   |
| Loss on sale of  TeleSmart and TeleMetrics Products                              |   | 336,506                        |       | 0 |   |
| Changes in  operating assets and liabilities:                                    |   |                           |       |   |   |
| Accounts  receivable, net                                                        |   | 35,949                         |       | 38,217 |   |
| Prepaid expenses  and deposits                                                   |   | 137,053                        |       | 126,965 |   |
| Accounts payable  and accrued expenses                                           |   | (3,395                         | )          | (46,448 | ) |
| Deferred revenue                                                                 |   | (53,916                        | )          | 274,356 |   |
| Net cash used in  operating activities                                           |   | (143,258                       | )          | (637,935 | ) |
|                                                                             |   |                           |       |   |   |
| **Investing activities:**                                                        |   |                           | ** ** |   | ** ** |
| Proceeds from sale  of property and equipment                                    |   | 8,719                          |       | 0 |   |
| Purchases of  property and equipment                                             |   | 0                              |       | (80,942 | ) |
| Net cash used in  investing activities                                           |   | 8,719                          |       | (80,942 | ) |
|                                                                             |   |                           |       |   |   |
| **Financing activities:**                                                        |   |                           | ** ** |   | ** ** |
| Proceeds from  issuance of Series A convertible preferred stock, net             |   | 0                              |       | 615,833 |   |
| Net cash  provided by financing activities                                       |   | 0                              |       | 615,833 |   |
|                                                                             |   |                           |       |   |   |
| Decrease in cash  and cash equivalents                                           |   | (134,539                       | )          | (103,044 | ) |
| Cash and cash  equivalents at beginning of period                                |   | 147,768                        |       | 653,602 |   |
| Cash and cash  equivalents at end of period                                      |   | $                              | 13,229     |   | $ | 550,558 |   |
|                                                                             |   |                           |       |   |   |
| **Supplemental Disclosures of Cash  Flow Information:**                          |   |                           |       |   |   |
| Cash paid during  the period for interest                                        |   | $                              | 0          |   | $ | 0 |   |
| Cash paid during  the period for taxes                                           |   | $                              | 0          |   | $ | 0 |   |
|                                                                             |   |                           |       |   |   |
| **Supplemental Disclosure of Non-cash  Investing and Financing Activities:**     |   |                           |       |   |   |
| Accounts  received related to the sale of the TeleSmart and TeleMetrics Products |   | $                              | 214,300    |   | $ | 0 |   |
|                                                                             |   |                           |       |   |   |
| *See accompanying notes to  financial statements.*                               |   |                           |       |   |   |

 

5

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OneLink, Inc.

Notes to FinancialStatements

June 30, 2002

(unaudited)

 

**Note1.  Summary of Significant AccountingPolicies.**

 

*Interim Financial Information*.  Theaccompanying unaudited financial statements have been prepared in accordancewith accounting principles generally accepted in the United States of Americaand pursuant to the rules and regulations of the U. S. Securities and ExchangeCommission for interim financial information. Accordingly, certain information and footnote disclosures normally includedin financial statements prepared in accordance with accounting principlesgenerally accepted in the United States of America have been omitted pursuantto such rules and regulations. Operating results for the six months ended June 30, 2002 are notnecessarily indicative of the results that may be expected for the year endingDecember 31, 2002.  The accompanyingfinancial statements and related notes should be read in conjunction with ouraudited financial statements, and notes thereto, for the fiscal year endedDecember 31, 2001, contained in our Annual Report on Form 10-KSB for the yearended December 31, 2001 (Readers should also carefully review Note 2 belowdiscussing the sale of assets).

 

The financial information furnished reflects, in theopinion of management, all adjustments, consisting of normal recurringaccruals, necessary for a fair presentation of the results of the interimperiods presented.

 

*Revenue Recognition*.  Revenue forservices is recognized at the end of each month in which services are provided.Revenue for product sales is recorded upon shipment.  Revenue on certain contracts may require revenue recognitionunder contract accounting rules, whereby revenue is recognized on a percentage-of-completionbasis.  Billings in excess of costs andestimated earnings are included in deferred revenue.  The Company ensures that the transactions comply with the sevenconditions and six considerations contained in Accounting and AuditingEnforcement Release No. 108 of the SEC.

 

*Net Loss Per Share*.  Basic anddiluted loss per share is computed by dividing net loss by the weighted-averagenumber of common shares outstanding for the reporting period.  Dilutive common-equivalent shares have notbeen included in the computation of diluted net loss per share because theirinclusion would be antidilutive. Antidilutive common equivalent shares issuable based on future exerciseof stock options or warrants could potentially dilute basic loss per share insubsequent years.  All options andwarrants outstanding were antidilutive at June 30, 2002 and 2001.

 

6

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**Note 2.  Sale ofAssets**

 

OnApril 24, 2002, the Company announced that its ability to generate cash flowwas severely impacted by the downturn in the telecommunications market.  The severe downturn greatly delayed thedeployment of the Company’s products by Regional Bell Operating Companies.  On June 3, 2002, the Company announced thata letter of intent was signed with CallVision, Inc. pursuant to whichCallVision agreed in principle to purchase substantially all of the Company’sassets.  The Company entered into anasset purchase agreement with CallVision, Inc. on June 28, 2002, and ceasedoperations as of July 1, 2002.  Theproceeds to be received from the sale of the Company’s assets are not expectedto be sufficient to allow the Company to make any distributions to theCompany’s shareholders.

 

Pursuantto the asset purchase agreement with CallVision, the Company will sellsubstantially all its assets in exchange for cash payments of up to$214,300.  Upon the execution anddelivery of the asset purchase agreement, CallVision paid the Company $100,000in cash, plus an additional $14,300 in cash for the Company’s June 2002 officerent and T-1 bandwidth.  At the closingof the asset sale, CallVision will pay the Company $100,000 in cash and anamount equal to 15% of revenue generated from certain sales of current orfuture versions of the Company’s TeleSmart and TeleMetrics products during theperiod from closing through December 31, 2003. The closing of the asset purchase agreement is contingent upon theapproval of the asset sale by the Company’s shareholders.  During the three months ended June 30,2002, the Company record an impairment loss on a long-term prepaid expense, andproperty and equipment sold to CallVision of approximately $336,000 inconnection with the proposed asset sale to CallVision.

 

7

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**Item2.  Management’s Discussion and Analysisor Plan of Operations**

 

Theaccompanying management’s discussion and analysis of our financial conditionand results of operations should be read in conjunction with Management’sDiscussion and Analysis of Financial Condition and Results of Operations andour audited financial statements, and notes thereto, for the fiscal year endedDecember 31, 2001, included in our Annual Report on Form 10-KSB for the yearended December 31, 2001.

 

**Results of Operations**

 

Thefollowing table sets forth certain Statements of Operations data as apercentage of revenues.

 
|                                |   | **Six**     |   | **Six**     |   |               |   |               |   |
|-------------------------------------|--------|-------------|--------|-------------|--------|--------------------|--------|--------------------|--------|
|                                |   | **Second**  |   | **Second**  |   | **Months**         |   | **Months**         |   |
|                                |   | **Quarter** |   | **Quarter** |   | **Ended**          |   | **Ended**          |   |
|                                |   | **2001**    |   | **2000**    |   | **June 30,  2001** |   | **June 30,  2000** |   |
| Revenues                            |   | 100.0       | %      | 100.0       | %      | 100.0              | %      | 100.0              | %      |
| Cost of revenues                    |   | 67.1        |   | 68.6        |   | 69.7               |   | 62.3               |   |
| Gross profit                        |   | 32.9        |   | 31.4        |   | 30.3               |   | 37.7               |   |
| Operating  expenses:                |   |        |   |        |   |               |   |               |   |
| Selling                             |   | 1.6         |   | 48.7        |   | 5.8                |   | 35.2               |   |
| General &  administrative       |   | 102.3       |   | 127.9       |   | 101.4              |   | 105.5              |   |
| Research &  product development |   | 0.0         |   | 52.3        |   | 7.2                |   | 42.9               |   |
| Total operating  expenses           |   | 103.9       |   | 228.9       |   | 114.4              |   | 183.6              |   |
| Other income  (expense)             |   | (151.6      | )      | 1.7         |   | (59.0              | )      | 1.4                |   |
| Net loss                            |   | (222.6      | )%     | (195.8      | )%     | (143.1             | )%     | (144.3             | )%     |

 

*Revenues*. Revenues for the second quarter 2002 were $217,412 compared to $388,270for the second quarter of 2001.  Thiswas a decrease of $170,858 or 44%.  In2002, year-to-date revenues were $557,048, a decrease of $361,961 or 39%compared to 2001 year-to-date revenues of $919,009.  The decrease in revenues is a result of fewer consulting projectsdone for existing customers in 2002. TeleSmart revenues declined mainly due to the loss of the Company’smajor customer and the downturn in the telecommunications market.  The Company ceased operations on July 1,2002, and does not expect to have any revenues in the near future.

 

*Cost of Revenues*. The cost of revenues for the second quarter of 2002 was $145,809, adecrease of $120,355 or 45% compared to $266,164 for the second quarter of2001.  Year-to-date cost of revenues for2002 decreased to $388,273 from$572,116 in 2001.  This was a decreaseof $183,843 or 32%.  The decrease wasprincipally caused by reductions of external-consulting costs by approximately$72,000 from the same period in 2001. In addition, other expenses in the second quarter 2002 versus 2001 decreasedas a result of employee workforce reductions in June 2001.  Because the Company ceased operations onJuly 1, 2002, the Company expects any future cost of revenues to be minimal.

 

*Gross Margin*. Our gross profit margin increased to 33% for the three months endedJune 30, 2002 from 31% for the three months ended June 30, 2001.  The slight increase in the gross margin forthe three months ended June 30, 2002 relates to management of costs and adecrease in costs associated with the TeleSmart revenues.  For the six months ended June 30, 2002, ourgross profit margin was 30% compared to 38% for the six months ended June 30,2001.

 

8

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Thedecrease for the six months ended June 30, 2002 versus 2001 relates to adecrease in consulting revenues (which revenues generally result in a highergross margin).

 

*Selling Expenses*. Selling expenses for the second quarter of 2002 were $3,378 compared to$189,239 for the second quarter of 2001, a decrease of $185,861 or 98%.  Year-to-date selling expenses for 2002 were$32,285 compared to $323,753 for the year-to-date 2001, a decrease of $291,468or 90%.  Management minimized anyexcessive selling expenses during 2002 due to the anticipated sale of assets toCallVision, Inc. and the decision to cease operations.  Sales personnel positions were eliminatedand the use of outside consultants was discontinued.

 

*General and Administrative Expenses*.  General and administrative expenses for thesecond quarter of 2002 were $222,450 compared to $496,633 for the secondquarter of 2001, a decrease of $274,183 or 55%.  Year-to-date general and administrative expenses were $564,815compared to $969,217 for the same period in 2001, a decrease of $404,402 or42%.  The year-to-date decrease from2001 mainly resulted from reductions in external-consulting costs due to lessneed to outsource work and reductions of overall expenses of the Company.

 

*Research and Product Development Expenses*.  Research and product development expensesfor the second quarter of 2002 were $0 compared to $203,039 for the secondquarter of 2001.  Year-to-date 2002research and product development expenses were $40,067 compared to $393,953 forthe same period in 2001, a decrease of $353,886 or 90%.  To minimize costs and preserve capital, theCompany discontinued any projects related to research and product developmentduring the second quarter of 2002.

 

*Other Income and Expense*.  Interest income for the second quarter of2002 was $11, a decrease of $6,499 or 99% compared to $6,510 for the secondquarter of 2001.  For the six monthsended June 30, 2002, interest income was $458, a decrease of $13,392 or 97%compared to $13,850 in the same period in 2001.  The decrease was a result of lower cash and cash equivalents heldduring the three and six-month periods ended June 30, 2002.  We had no interest expense in 2002 or2001.  During the three months endedJune 30, 2002, the Company recorded an impairment loss on a long-term prepaidexpense and property and equipment sold to CallVision, Inc. of $336,506.  Other non-interest income was $6,779 for thethree months ended June 30, 2002, including finance charges and a gain from thesale of miscellaneous property and equipment.

 

*NetLoss*.  We incurred a net loss of $483,941 for the secondquarter of 2002 compared to a net loss of $760,295 for the second quarter of2001, a decrease of $276,354 or 36%. For 2002 year-to-date, we incurred net losses of $797,403 compared to$1,326,180 for 2001 year-to-date, which represents a decrease of $528,777 or40%.  The decrease in our net lossresulted from decreased operating and depreciation expenses in connection withour decision to cease operations on July 1, 2002.

 

9

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**Liquidity and Capital Resources**

 

We had cash of$13,229 and working capital of $205,348 as of June 30, 2002.  Cash used in operating activities during thesix-month period ended June 30, 2002 was $143,258.  Cash provided by investing activities was $8,719, which wasrelated to the sale of miscellaneous property and equipment.  The Company does not have enough capital tofund its current minimal operations beyond February 2003.  On July 1, 2002 the Company ceased businessoperations.

 

On June 28, 2002,the Company entered into an asset purchase agreement with CallVision, Inc., aWashington corporation, pursuant to which the Company has agreed to sellsubstantially all of its assets to CallVision. The Company has ceased conducting business operations and hastransferred physical possession of its operating assets to CallVision.  The consummation and closing of the assetsale is contingent upon the approval of the Company’s shareholders.

 

To date, we havenot generated revenues sufficient to break even, and have supported businessoperations through a combination of borrowings and equity sales.  Important factors in the board of director’sdetermination to enter into the proposed asset sale with CallVision, Inc.included but were not limited to the following:

 

•                  our inability to continue funding existing operations with our currentcash flow

•                  our inability to obtain additional equity or debt financing

•                  our financial projections, which indicated that we could not increaserevenues quickly enough to achieve positive cash flow prior to exhausting ourworking capital

•                  the slowdown in the telecommunications industry resulting from thegeneral economic recession, and the concomitant significant reduction inspending on advertising, marketing and promotion by telephone companies

•                  after seeking strategic partners and/or potential purchasers for ourassets, we were unable to find a superior alternative to the proposed sale ofassets to CallVision

 

Our board of directors believes that the proposedasset sale is in the best interests of OneLink and its shareholders.  Accordingly, our board of directors hasunanimously approved the form, terms and provisions of the asset sale;determined that the asset sale is fair to and in the best interests of OneLinkand its shareholders; approved and declared the asset sale advisable pursuantto an asset purchase agreement containing customary and standard terms andprovisions and approved by our board of directors; and recommended that ourshareholders approve the asset sale.

 

**CriticalAccounting Estimates**

 

Our criticalaccounting policies are those (i) having the most impact to the reporting ofour financial condition and results, and (ii) requiring significant judgmentsand estimates.  Our critical accountingpolicies include those related to property and equipment and long-term prepaidexpense.  At June 30, 2002, the Companywill sell substantially all of its assets to CallVision and accordinglyrecorded for the three months ended June 30, 2002, an impairment loss of approximately$336,000.

 

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**ForwardLooking Statements**

 

This Form 10-QSBcontains certain forward-looking statements within the meaning of Section 27Aof the Securities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended.  Allstatements included herein regarding activities, events or developments that weexpect, believe or anticipate will or may occur in the future, including suchthings as future capital expenditures (including the amount and naturethereof), business strategy and measures to implement strategy, competitivestrengths, goals, expansion and other such matters are forward-lookingstatements.

 

Actual events maydiffer materially from those anticipated in the forward-lookingstatements.  Important factors that maycause such a difference include the exhaustion of our working capital and ourinability to continue preparing and filing SEC disclosure reports and identifyor consummate a merger with a privately held company, the fact that we nolonger have possession of our operating assets, that we are highly dependent onthe services of a certain corporate officer, and that our assets may becomeless marketable in the event the asset sale is not consummated or there aresignificant changes in technology.  Foradditional information regarding these and other factors, see our Annual Reporton Form 10-KSB for the year ended December 31, 2001 and other recent filingswith the SEC.

 

**Item3.  Controls and Procedures**

 

No disclosures.

 

**PARTII  Other Information**

 

**Item6.  Exhibits and Reports on Form 8-K**

 

(a)        Exhibits

 

None.

 

(b)       Reports on Form 8-K

 

                The Company fileda current report on Form 8-K on May 14, 2002. The report referenced the Company’s press release dated April 24, 2002which announced that without additional funding the Company would be unable tocontinue operations beyond May 31, 2002.

 

                The Company fileda current report on Form 8-K on June 5, 2002. The report referenced the Company’s press release dated June 3, 2002which announced that the Company had entered into a letter of intent withCallVision, Inc. pursuant to which it would sell substantially all of theCompany’s assets.

 

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**SIGNATURE******

Pursuant to theregistration requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized.

 
|                     |   | ONELINK, INC.                                             |   |
|--------------------------|--------|-----------------------------------------------------------|--------|
|                     |   |                                                      |   |
| Date: September 12, 2002 | By:    | /s/  Paul F.  Lidsky                                 |   |
|                     | Title: | Chief Executive Officer and principal  accounting officer |   |

 

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**CERTIFICATIONS**

 

**CERTIFICATION PURSUANT TO**

**18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO**

**SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Paul F. Lidsky, the Chief Executive Officer andprincipal financial officer of OneLink, Inc. (the ”**Company**”) in compliance with18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002, hereby certify that, the Company’s Quarterly Reporton Form 10-QSB for the period ended June 30, 2002 fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934and fairly presents, in all material respects, the financial condition andresults of operations of the Company.

 

 
|   | Signed: | /s/  Paul F.  Lidsky                                                  |   |   |
|--------|---------|----------------------------------------------------------------------------|--------|--------|
|   | Name:   | Paul F. Lidsky                                                             |   |   |
|   | Title:  | Chief Executive Officer and principal financial  officer  of OneLink, Inc. |

 

 

**CERTIFICATION PURSUANT TO**

**SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Paul F. Lidsky, Chief Executive Officer andprincipal financial officer of OneLink, Inc., certify that:

 

1.               I have reviewed this quarterly report on Form 10-QSBof OneLink, Inc.;

 

2.               Based on my knowledge, this quarterly report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this quarterly report; and

 

3.               Based on my knowledge, the financial statements, andother financial information included in this quarterly report, fairly presentin all material respects the financial condition, results of operations andcash flows of the registrant as of, and for, the periods presented in thisquarterly report;

 

Dated:  September 12, 2002

 

 
|   | Signed: | /s/  Paul F.  Lidsky                                                  |   |   |
|--------|---------|----------------------------------------------------------------------------|--------|--------|
|   | Name:   | Paul F. Lidsky                                                             |   |   |
|   | Title:  | Chief Executive Officer and principal financial  officer  of OneLink, Inc. |

 

 

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