**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 March 31, 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 o    NO ý

 

 

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 March 31,2002

 

 

Table of Contents

 
|           |   |                                                                                                  |   |
|----------------|--------|-------------------------------------------------------------------------------------------------------|--------|
|           |   |                                                                                                  |   |
| PART I         |   | Financial Information                                                                                 |   |
|           |   |                                                                                                  |   |
| Item 1.        |   | Financial Statements  (Unaudited)Balance  Sheets at March 31, 2002 and    December 31, 2001 |   |
|           |   |                                                                                                  |   |
|           |   | Statements  of Operations for the three months   ended March 31, 2002 and 2001              |   |
|           |   |
|           |   |                                                                                                  |   |
|           |   | Statements  of Cash Flows for the three months   ended March 31, 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                                                                                     |   |
|           |   |                                                                                                  |   |
| SIGNATURE      |   |                                                                                                  |
|           |   |                                                                                                  |   |
| CERTIFICATIONS |   |
|                |        |                                                                                                       |        |  |

 

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**PARTI — Financial Information**

** **

**Item1.  Financial Statements**

** **

**OneLink,Inc.**

Balance Sheets

 
|                                                                                                                                                             |   | **March 31,**   |    | **December  31,** |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------|---------|-------------------|--------|
|                                                                                                                                                             |   | **2002**        |    | **2001**          |   |
|                                                                                                                                                             |   | **(unaudited)** |    |              |   |
| Assets                                                                                                                                                           |   |            |    |              |   |
| Current assets:                                                                                                                                                  |   |            |    |              |   |
| Cash and cash  equivalents                                                                                                                                       |   | $               | 69,208  |              | $      | 147,768 |   |
| Trade accounts  receivable, net of allowance for doubtful                                                                                                        |   |            |    |              |   |
| accounts of $0  in 2002 and 2001                                                                                                                                 |   | 95,949          |    | 145,761           |   |
| Prepaid expenses                                                                                                                                                 |   | 33,037          |    | 65,207            |   |
| Total current  assets                                                                                                                                            |   | 198,194         |    | 358,736           |   |
|                                                                                                                                                             |   |            |    |              |   |
| Property and  equipment:                                                                                                                                         |   |            |    |              |   |
| Furniture and  equipment                                                                                                                                         |   | 501,480         |    | 513,793           |   |
| TeleSmart  equipment                                                                                                                                             |   | 997,171         |    | 997,171           |   |
| Product  equipment                                                                                                                                               |   | 214,505         |    | 214,505           |   |
| Web-based  software                                                                                                                                              |   | 745,940         |    | 745,940           |   |
| Total property  and equipment                                                                                                                                    |   | 2,459,096       |    | 2,471,409         |   |
| Accumulated  depreciation and amortization                                                                                                                       |   | (2,206,389      | )       | (2,089,050        | )      |
|                                                                                                                                                             |   | 252,707         |    | 382,359           |   |
| Other assets:                                                                                                                                                    |   |            |    |              |   |
| Long-term  prepaid expense, net of amortization                                                                                                                  |   | 473,466         |    | 516,509           |   |
| Deposits                                                                                                                                                         |   | 11,465          |    | 11,465            |   |
|                                                                                                                                                             |   | 484,931         |    | 527,974           |   |
|                                                                                                                                                             |   |            |    |              |   |
| Total assets                                                                                                                                                     |   | $               | 935,832 |              | $      | 1,269,069 |   |
|                                                                                                                                                             |   |            |    |              |   |
| Liabilities and  Shareholders’ Equity                                                                                                                       |   |            |    |              |   |
|                                                                                                                                                             |   |            |    |              |   |
| Current  liabilities:                                                                                                                                            |   |            |    |              |   |
| Accounts payable                                                                                                                                                 |   | $               | 96,159  |              | $      | 54,305 |   |
| Accrued payroll  and related taxes                                                                                                                               |   | 28,902          |    | 33,212            |   |
| Accrued expenses                                                                                                                                                 |   | 58,607          |    | 62,110            |   |
| Deferred revenue                                                                                                                                                 |   | 49,540          |    | 103,356           |   |
| Total current  liabilities                                                                                                                                       |   | 233,208         |    | 252,983           |   |
|                                                                                                                                                             |   |            |    |              |   |
| Shareholders’  equity:                                                                                                                                      |   |            |    |              |   |
| Series  Convertible A 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                                                                                                                                             |   | (15,302,242     | )       | (14,988,780       | )      |
| Total  shareholders’ equity                                                                                                                                 |   | 702,624         |    | 1,013,086         |   |
|                                                                                                                                                             |   |            |    |              |   |
| Total  liabilities and shareholders’ equity                                                                                                                 |   | $               | 935,832 |              | $      | 1,269,069 |   |

 

*Seeaccompanying notes to financial statements*.

 

 

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**OneLink, Inc.**

** **

Statements of Operations

 

(unaudited)

 
|                                                               |   | **Three  months ended March 31,** |
|--------------------------------------------------------------------|--------|----------------------------------------|
|                                                               |   | **2002**                               |   | **2001** |   |
|                                                               |   |                                   |   |   |   |
| Revenues                                                           |   |                                   |   |   |   |
| TeleSmart                                                          |   | $                                      | 253,523 |   | $ | 268,633 |   |
| Consulting                                                         |   | 41,525                                 |   | 223,794 |   |
| Product/Set-up  fees                                               |   | 8,735                                  |   | 5,554 |   |
| Customer Service                                                   |   | 35,854                                 |   | 32,758 |   |
| Total Revenues                                                     |   | 339,637                                |   | 530,739 |   |
| Cost of revenues                                                   |   | 242,465                                |   | 305,952 |   |
| Gross profit                                                       |   | 97,172                                 |   | 224,787 |   |
|                                                               |   |                                   |   |   |   |
| Operating  expenses:                                               |   |                                   |   |   |   |
| Selling                                                            |   | 28,907                                 |   | 134,515 |   |
| General and  administrative                                        |   | 342,365                                |   | 472,584 |   |
| Research and  product development                                  |   | 40,067                                 |   | 190,913 |   |
| Total operating  expenses                                          |   | 411,339                                |   | 798,012 |   |
| Operating loss                                                     |   | (314,167                               | ) | (573,225 | ) |
|                                                               |   |                                   |   |   |   |
| Interest income                                                    |   | 446                                    |   | 7,340 |   |
| Other income                                                       |   | 259                                    |   | 0 |   |
| Net loss                                                           |   | $                                      | (313,462 | ) | $ | (565,885 | ) |
|                                                               |   |                                   |   |   |   |
| Net loss per  common share:                                        |   |                                   |   |   |   |
| Basic and  Diluted                                                 |   | $                                      | (0.03 | ) | $ | (0.06 | ) |
| Weighted-average  number of shares outstanding (Basic and Diluted) |   | 9,861,254                              |   | 9,861,254 |   |
|                                                               |   |                                   |   |   |   |

 

*Seeaccompanying notes to financial statements.*

 

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**OneLink, Inc.**

** **

Statements of Cash Flows

** **

(unaudited)

** **
|                                                                         |   | **Three  months ended March 31,** |       |
|------------------------------------------------------------------------------|--------|-----------------------------------|------------|
|                                                                         |   | **2002**                          |       | **2001** |   |
| **Operating activities:**                                                    |   |                              | ** ** |   | ** ** |
| Net loss                                                                     |   | $                                 | (313,462   | ) | $ | (565,885 | ) |
| Adjustments to  reconcile net loss to net cash used in operating activities: |   |                              |       |   |   |
| Depreciation and  amortization                                               |   | 126,992                           |       | 145,330 |   |
| Net gain on sale  of property and equipment                                  |   | (462                              | )          | 0 |   |
| Changes in  operating assets and liabilities:                                |   |                              |       |   |   |
| Accounts  receivable, net                                                    |   | 49,812                            |       | 166,004 |   |
| Prepaid expenses  and deposits                                               |   | 75,213                            |       | 642 |   |
| Accounts payable  and accrued expenses                                       |   | 34,041                            |       | 44,401 |   |
| Deferred revenue                                                             |   | (53,816                           | )          | 437,593 |   |
| Net cash used in  operating activities                                       |   | (81,681                           | )          | 228,085 |   |
|                                                                         |   |                              |       |   |   |
| **Investing activities:**                                                    |   |                              | ** ** |   | ** ** |
| Proceeds from  sale of property and equipment                                |   | 3,121                             |       | 0 |   |
| Purchases of  property and equipment                                         |   | 0                                 |       | (70,498 | ) |
| Net cash used in  investing activities                                       |   | 3,121                             |       | (70,498 | ) |
|                                                                         |   |                              |       |   |   |
| Increase  (decrease) in cash and cash equivalents                            |   | (78,560                           | )          | 157,587 |   |
| Cash and cash  equivalents at beginning of period                            |   | 147,768                           |       | 653,602 |   |
| Cash and cash  equivalents at end of period                                  |   | $                                 | 69,208     |   | $ | 811,189 |   |
|                                                                         |   |                              |       |   |   |
| **Supplemental Disclosures of Cash  Flow Information:**                      |   |                              |       |   |   |
| Cash paid during  the period for interest                                    |   | $                                 | 0          |   | $ | 0 |   |
| Cash paid during  the period for taxes                                       |   | $                                 | 0          |   | $ | 0 |   |
|                                                                         |   |                              |       |   |   |
| *See accompanying notes to  financial statements.*                           |   |                              |       |   |   |

 

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OneLink, Inc.

Notes to FinancialStatements

March 31, 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 normallyincluded in financial statements prepared in accordance with accountingprinciples generally accepted in the United States of America have been omittedpursuant to such rules and regulations. Operating results for the three months ended March 31, 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 subsequent events.)  Thefinancial information furnished reflects, in the opinion of management, alladjustments, consisting of normal recurring accruals, necessary for a fairpresentation of the results of the interim periods 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 recognition undercontract accounting rules, whereby revenue is recognized on apercentage-of-completion basis. Billings in excess of costs and estimated earnings are included indeferred revenue.  The Company ensuresthat the transactions comply with the seven conditions and six considerationscontained in Accounting and Auditing Enforcement 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 during the three-month period ended March 31, 2002 and2001 were antidilutive.

 

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**Note 2.  SubsequentEvents**

 

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 up to an additional $14,300 in cash for the Company’s June 2002office rent and T-1 bandwidth.  At theclosing of the asset sale, CallVision will pay the Company $100,000 in cash andan amount 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 will record an impairment loss on a long-term prepaid expenseand property and equipment sold to CallVision of approximately $336,000 inconnection with the proposed asset sale to CallVision.

 

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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, contained 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.

 
|                                |   |        |   |        |       |
|-------------------------------------|--------|-------------|--------|-------------|------------|
|                                |   | **First**   |   | **First**   |       |
|                                |   | **Quarter** |   | **Quarter** |       |
|                                |   | **2002**    |   | **2001**    | ** ** |
| Revenues                            |   | 100.0       | %      | 100.0       | %          |
| Cost of revenues                    |   | 71.4        |   | 57.6        |       |
| Gross profit                        |   | 28.6        |   | 42.4        |       |
| Operating  expenses:                |   |        |   |        |       |
| Selling                             |   | 8.5         |   | 25.3        |       |
| General &  administrative       |   | 100.8       |   | 89.0        |       |
| Research &  product development |   | 11.8        |   | 36.0        |       |
| Total operating  expenses           |   | 121.1       |   | 150.3       |       |
| Other income  (expense)             |   | (0.2        | )      | 1.3         |       |
| Net loss                            |   | (92.3       | )%     | (106.6      | )%         |
|                                |   |        |   |        |       |

*Revenues*. Revenues for the first quarter ended March 31, 2002 were $339,637compared to $530,739 for the same period in 2001, a $191,102 or 36% decrease.  The bulk of this decrease resulted from a$182,000 decline in revenues in our consulting line of business.  The decline in consulting revenues in thefirst quarter of 2002 versus 2001 is a direct result of the severe downturn inthe telecommunications market.  Based inpart on this severe downturn, the Company ceased operations on July 1,2002.  Estimated revenues for the secondquarter of 2002 are approximately $217,000 with no revenues thereafter.

 

*Cost of Revenues*. Cost of revenues for the first quarter ended March 31, 2002 were$242,465 compared to $305,*952* for the same period in 2001, adecrease of $63,487 or 21%.  Thisdecrease was principally caused by reductions of consulting expenses ofapproximately $35,000 due to the decline in consulting revenues.  In addition, other expenses in the firstquarter 2002 versus 2001 decreased as a result of employee workforce reductionsin June 2001.  Estimated costs ofrevenue for the second quarter of 2002 are estimated to be approximately$146,000 with no material expenses thereafter.

 

*Gross Profit Margin*.  Our gross profit margin decreased to 28.6%for the three months ended March 31, 2002 from 42.4% for the three months endedMarch 31, 2001.  The decrease in grossprofit margin is principally related to (i) the decrease in consulting revenues(which revenues generally result in a higher gross margin) and (ii) variousfixed expenses incurred by the Company.

 

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*Selling Expenses*. Selling expenses for the first quarter of 2002 were $28,907 compared to$134,515 for the first quarter of 2001, a decrease of $105,608 or 79%.  Management reduced payroll and relatedexpenses through a reduction of sales personnel in June 2001.  Other costs decreased with management’s oversightof spending, including travel and external-consulting expenses.

 

*Generaland Administrative Expenses*.  General andadministrative expenses for the first quarter of 2002 were $342,365 compared to $472,584 for the first quarter of2001, a decrease of $130,219 or 28%. The year-to-date decrease from 2001 mainly resulted from reductions inexternal-consulting costs due to less need to outsource work.

 

*Research and Product Development Expenses*.  Research and product development expensesfor the first quarter of 2002 were $40,067 compared to $190,913 for the firstquarter of 2001, a decrease of $150,846 or 79%.  This reduction resulted from the Company’s attempts to preservecapital.

 

*Other Income and Expense*.  Interest income for the first quarter of2002 was $446, a decrease of $6,894 or 94% compared to $7,340 for the firstquarter of 2001.  The decrease was aresult of lower cash and cash equivalents held during the three-month periodended March 31, 2002.  We had nointerest expense in 2001 or 2002.  Othernon-interest income was $259 for the three months ended March 31, 2002,including credit-card finance charges of $203 and a gain on the sale ofmiscellaneous property and equipment of $462.

 

*Net Loss*. We incurred a net loss of $313,462 for the first quarter of 2002compared to a net loss of $565,885 for the first quarter of 2001, a decrease of$252,423 or 45%.  The decrease in ournet loss resulted from decreased operating expenses.  Operating expenses declined in part due to reduced staffing costsand a reduction of depreciation related to our Internet product.

 

**Liquidityand Capital Resources**

 

Wehad cash of $69,208 and negative working capital of $35,014 as of March 31,2002.  Cash used in operating activitiesduring the three-month period was $81,681. Cash received from investing activities was $3,121 (proceeds from thesale of property and equipment). Currently the Company does not have enough capital to fund its currentminimal operations beyond February 2003. On July 1, 2002 the Company ceased business operations.

 

OnJune 28, 2002, the Company entered into an asset purchase agreement withCallVision, Inc., a Washington corporation, pursuant to which the Company hasagreed to sell substantially all of its assets to CallVision.  The Company has ceased conducting businessoperations and has transferred physical possession of its operating assets toCallVision.  The consummation andclosing of the asset sale is contingent upon the approval of the Company’s shareholders.

 

 

9

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Todate, we have not generated revenues sufficient to break even, and havesupported business operations through a combination of borrowings and equitysales.  Important factors in the boardof director’s determination to enter into the proposed asset sale withCallVision, 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 proposed asset sale isin the best interests of OneLink and its shareholders.  Accordingly, our board of directors hasunanimously approved the form, terms and provisions of the asset sale; determinedthat the asset sale is fair to and in the best interests of OneLink and itsshareholders; approved and declared the asset sale advisable pursuant to anasset purchase agreement containing customary and standard terms and provisionsand approved by our board of directors; and recommended that our shareholdersapprove the asset sale.

 

**CriticalAccounting Estimates**

 

Ourcritical accounting policies are those (i) having the most impact to thereporting of our financial condition and results, and (ii) requiringsignificant judgments and estimates. Our critical accounting policies include those related to property andequipment and a long-term prepaid expense. At March 31, 2002, the Company had net property and equipment of$252,707 and long-term prepaid expense of $473,466.  The estimated fair value of these assets depends on the Company’sfuture performance.  As of March 31,2002, the Company did not record any impairment losses related to theseassets.  Subject to shareholderapproval, the Company will sell substantially all of its assets to CallVisionand will record for the three months ended June 30, 2002, an impairment loss ofapproximately $336,000.

 

***Forward Looking Statements***

 

ThisForm 10-QSB contains certain forward-looking statements within the meaning ofSection 27A of the Securities Act of 1933, as amended, and Section 21E of theSecurities Exchange Act of 1934, as amended. All statements included herein regarding activities, events ordevelopments that we expect, believe or anticipate will or may occur in thefuture, including such things as future capital expenditures (including theamount and nature thereof), business strategy and measures to implementstrategy, competitive strengths, goals, expansion and other such matters areforward-looking statements.

 

Actualevents may differ 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 consummate a merger with a privately held company, the fact thatwe no longer have possession of our operating assets, that we are highlydependent on the services of a certain corporate officer, and that our assetsmay become less marketable in the event the asset sale is not consummated orthere are significant changes in technology. For 

 

10

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additionalinformation regarding these and other factors, see our Annual Report on Form10-KSB for the year ended December 31, 2001 and other recent filings with theSEC.

 

**Item 3. Controls and Procedures**

 

Nodisclosures.

 

**PARTII  Other Information**

 

Nodisclosures.

 

 

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**SIGNATURE**

 

Pursuantto the registration 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  financial and 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 and principal financial officer ofOneLink, Inc. (the ”**Company**”) in compliance with 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002, hereby certify that, the Company’s Quarterly Report on Form 10-QSB forthe period ended March 31, 2002 fully complies with the requirements of Section13(a) or 15(d) of the Securities Exchange Act of 1934 and fairly presents, inall material respects, the financial condition and results of operations of theCompany.

 
|   | 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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