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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-KSB/A

**x****** Annual
  report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
  
  For the fiscal year ended June 30, 2003

** ̈******Transition report pursuant to section 13 or 15(d) of the Securities
  Exchange Act of 1934 
  For the transition period from ______ to ______

**000-30442**
  (Commission File No.)

**ZOOLINK CORP.**
  (Name of small business issuer in its charter)

**NEVADA**
  (State or other jurisdiction of incorporation or organization)

91 -1997473
  (I.R.S. Employer I.D. No.)

**510  601 West Hastings Street, Vancouver,
  British Columbia, Canada, V6B 5A6, Tel: (604) 638-5465**
  (Address, including zip code, and telephone number of registrant's principal
  executive offices)

Securities registered pursuant to Section 12(b) of the Act:
  **None**

Securities registered pursuant to Section 12(g) of the Act:
  **Common Stock $0.001 par value**

Indicate by check mark whether the registrant (1) has filed
  all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
  Act of 1934 during the preceding 12 months (or for such shorter period that
  the registrant was required to file such reports), and (2) has been subject
  to such filing requirements for the past 90 days. Yes **x******
  No ** ̈******

Indicate by check mark if disclosure of delinquent filers pursuant
  to Item 405 of Regulation S-B is not contained herein, and will not be contained,
  to the best of the registrant's knowledge, in definitive proxy or information
  statements incorporated by reference in Part III of this Form 10-KSB or any
  amendment to this Form 10-KSB. **x******

The registrant's consolidated revenues for its most recent
  fiscal year were $764,742.

The aggregate market value of the voting common equity held
  by non-affiliates of the registrant was $4,660,036, based on the closing trade
  on August 29,2003 as reported on the NASD Over-the-Counter Bulletin Board quotation
  system. Shares of Common Stock held by each officer and director and by each
  person who is known by the registrant to owns 5% or more of the outstanding
  Common Stock have been excluded from this calculation as such persons may be
  considered to be affiliated with the Company.

As of June 30, 2003, the registrant's outstanding common stock
  consisted of 19,309,951 shares.

DOCUMENTS INCORPORATED BY REFERENCE:**None**

Transitional Small Business Disclosure Format (Check one): Yes
  ** ̈******
  No **x******

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Form 10-KSB 
  Table of Contents

|Part | Item No. |                                                                                                                       
|---- | -------- | ----------------------------------------------------------------------------------------------------------------------
|     |          |                                                                                                                       
|I    | 1        | Description of Business                                                                                               
|     | 2        | Description of Property                                                                                               
|     | 3        | Legal Proceedings                                                                                                     
|     | 4        | Submission of Matters to a Vote of Security Holders                                                                   
|II   | 5        | Market for Common Equity and Related Stockholder Matters                                                              
|     | 6        | Management's Discussion and Analysis or Plan of Operation                                                             
|     | 7        | Financial Statements                                                                                                  
|     | 8        | Changes in and Disagreements With Accountants on Accounting
      and Financial Disclosure                            
|III  | 9        | Directors, Executive Officers, Promoters, and Control
      Persons; Compliance With Section 16(a) of the Exchange Act
|     | 10       | Executive Compensation                                                                                                
|     | 11       | Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters                  
|     | 12       | Certain Relationships and Related Transactions                                                                        
|IV   | 13       | Exhibits and Reports on Form 8-K                                                                                      
|     | 14       | Controls and Procedures                                                                                               
|     | 15       | Principal Accountant fees and Services                                                                                
|     |          | Signatures and Certification                                                                                          

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PART I.

Caution Respecting Forward Looking Statements

Certain statements in this Form 10-KSB may constitute forward-looking
  statements. These forward-looking statements involve known and unknown risks,
  uncertainties and other factors which may cause our actual results, performance,
  or achievements to be materially different from any future results, performance,
  or achievements expressed or implied by such forward-looking statements. Statements
  that are not historical fact are forward-looking statements. Forward-looking
  statements can be identified by, among other things, the use of forward-looking
  language, such as the word estimate, project, intend,
  expect, believe, may, will,
  should, seeks, plans, scheduled to
  or anticipates, or variations of these terms or comparable language,
  or by discussions of strategy or intentions, when used in connection with our
  business, operations and management.

These forward-looking statements were based on various factors
  and were derived utilizing numerous important assumptions and other important
  factors that could cause actual results to differ materially from those in the
  forward-looking statements. We caution investors that any forward-looking statements
  made by us are not guarantees of future performance. Important assumptions and
  other important factors that could cause actual results to differ materially
  from those in the forward-looking statements with respect to our business, operations
  and management include, but are not limited to, the risks and uncertainties
  affecting our business.

Currency of Financial Information

We maintain our books of account in Canadian dollars and references
  to the dollar amounts herein are to the lawful currency of Canada unless otherwise
  designated.

|                                         | 2003   | 2002  
|---------------------------------------- | ------ | ------
|On June 30 the exchange for     US$ 1.00 | 1.3553 | 1.5260
|Average exchange rate for     US$ 1.00   | 1.51   | 1.51  

Item 1.     DESCRIPTION OF BUSINESS

OVERVIEW

Since 1998, ZooLink Communications Ltd. has traditionally
  been a provider of Internet access and networking services, more recently with
  an emphasis on high speed wireless connectivity within a wide area network.
  Our primary services include providing Internet access over telecommunications
  lines, and over fixed wireless networks. We also offer web-hosting, server co-location,
  and managed hosting services.

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In 2002 we implemented a new and unique business strategy
  focusing on the acquisition and upgrade of data centers. These next generation
  data centers will each operate as a replicable business unit with upgraded and
  packaged services being offered to customers. We use the term Intelligent Data
  Centers to describe these business units, which will use our proprietary management
  software. These Intelligent Data Centers will serve as the platform for our
  Web based services including server co-location, web-hosting, dedicated hosting
  and related managed services. Our Intelligent Data Center strategy involves
  locating distressed data centers that can be acquired on favorable terms. The
  low acquisition costs provide us with a competitive advantage over other server
  co-location providers that incurred large expenses in developing a data center
  and related infrastructure. The primary focus for sales of services using our
  Intelligent Data Center platforms will be of server co-location services. Server
  co-location is a growing segment of the internet services industry, which we
  believe can achieve margins that are greater than other internet services offered
  by us. We believe that based on current market conditions, this strategy will
  permit ZooLink to operate its data centers at break-even levels at approximately
  10% of capacity for any particular data center unit. We plan to seek suitable
  data centers for acquisition in both the United States and Canada.

CORPORATE HISTORY

ZooLink began operations in 1998 as an Internet Service Provider
  (ISP). We were originally incorporated on August 31, 1998 under the British
  Columbia Company Act. In November 2000, we underwent a reorganization of our
  share capital prior to a financing and were continued under the Business Corporations
  Act (Canada).

In November of 2002, we completed a reverse merger with Netj.com
  Corp, a Nevada corporation, whereby our Canadian company became a wholly owned
  subsidiary of Netj.com. Netj.com was originally incorporated in the State of
  Texas on August 24, 1995, and was reincorporated in the State of Nevada on January
  23, 1998, as Professional Recovery Systems, Ltd., with the intent of initiating
  an agency for the collection of past due accounts, in the medical profession
  particularly. On or about August 1, 1999, we determined that our original business
  plan was not viable. On July 16, 1999, we changed corporate name to NetBanx.com
  Corp., and on November 2, 1999, we changed our corporate name again to NetJ.com
  Corp. No change of control or management, acquisition, or agreement for acquisition,
  merger or combination accompanied either of these corporate situs or name changes.
  The second name change was occasioned by the discovery of a conflict with the
  name of another unrelated company. The transition from Texas to Nevada was occasioned
  by former management's determination that Nevada does not impose a corporate
  income tax, but only an annual fixed franchise fee. 
  Our head office and principal place of business is located at 510 - 601 West
  Hastings Street, Vancouver, British Columbia, Canada, V6B 5A6. On August 1,
  2001, ZooLink opened a second office located at 220 - 101 6th Ave SW, Calgary,
  Alberta, Canada, T2P 3P4. Our resident agent in the State of Nevada is Vegas
  Publications, 106-5160 South Valley View, Las Vegas, Nevada 89118.

INDUSTRY OVERVIEW

We compete in the Internet services market. Since the commercialization
  of the Internet in the early 1990s businesses have rapidly established corporate
  Internet sites and connectivity as a means to expand customer reach and improve
  communications efficiency. Internet access service is still a fast growing segment
  of the global telecommunications services market. According to International
  Data Corporation, the number of Internet users worldwide is forecasted to grow
  to over 600 million by the year 2003. Internet access services represent the
  means by which Internet service providers interconnect users to the Internet
  or to corporate intranets and extranets. Access services include dial-up access
  for mobile workers

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and small businesses and high-speed dedicated access used primarily
  by mid-sized and larger organizations. In addition to Internet access services,
  Internet services providers are increasingly providing a range of value-added
  services, including shared and dedicated web hosting and server co-location,
  security services, and advanced applications such as IP-based voice, fax and
  video services.

A description of the industry for each segment we compete
  in follows.

Value-added Internet services

Value-added services are required in order to establish a
  high quality, reliable Web site or to run a Web-based application on the Internet.
  Businesses with Web-centric operations must, among other things, procure and
  integrate sophisticated hardware and software, hire and retain an operations
  support staff or consultants, develop application specific technical skills,
  and have access to a secure, fault-tolerant physical location and redundant
  Internet connectivity. While it is possible for a business to assemble all of
  these elements in-house, many companies elect to outsource all or a portion
  of their Internet operations to companies offering hosting services. Hosting
  companies, in general, provide various infrastructure-related services, including
  secure, monitored data centers, uninterrupted power supply and high-speed network
  connectivity. These services can often be offered at a significant cost savings
  compared to maintaining them in-house. We categorize the market for outsourced
  Web hosting services into the following:

- Shared Hosting: Customers share server hardware, software
      and bandwidth with other customers. Shared hosting provides a price competitive
      entry point for individuals and businesses desiring a simple Web site.
- Dedicated Hosting: Customers are provided with a server
      including hardware, software and bandwidth, however the server is not shared
      with other users. This provides greater bandwidth and data storage ability
      to the customer.
- Co-location Hosting: Customers own their hardware, software
      and network equipment, which is housed off-site at the hosting company's
      facilities. The customers retain responsibility for the installation, management,
      upgrading and security of their hardware and Web sites. While co-location
      requires the customer to assume the majority of the responsibilities for
      the operation of its Web site, co-location has been and remains an attractive
      option for Web-centric companies with advanced in-house Internet expertise.
- Managed Hosting: Customers are provided a complete hosting
      solution. Unlike co-location, the service provider supplies the hardware,
      software, Network equipment and support necessary to run the Web site or
      application. Managed hosting today includes dedicated services as well as
      value-added services, such as firewall management, stress testing and consulting
      services. As Web-enabled IT solutions have become more complex, even large
      and technically astute businesses have found Internet technologies and applications
      a challenge to manage. For such companies, including many Fortune 2000 companies,
      managed hosting has become a preferred alternative.

A variety of companies, including other ISPs and large systems integrators,
    offer products and services that attempt to address Internet outsourcing needs.
    However, we believe the services offered by these companies fail to address
    certain elements required to ensure that customers' Internet operations are
    reliable, scalable and responsive. ISPs have traditionally focused on providing
    Internet access and many have not developed the technical expertise and physical
    resources to support mission-critical Web sites and applications. In addition,
    many large systems integrators focus primarily on large enterprises and traditional
    information technologies. As a result, we believe a significant opportunity
    exists for companies to provide a combination of complex hosting, outsourced
    applications management and 4


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professional consulting services that enable businesses to
  implement reliable, high-performance and cost effective Internet solutions.

Internet Connectivity Services

We also compete in the traditional telephone access and high-speed
  internet connectivity industry segment. We are seeking to establish ourselves
  as a leader in fixed wireless Internet connectivity. Fixed wireless refers to
  establishing fixed points within an area that communicate through wireless communications.
  Each point can in turn be connected to a local area network. For example, within
  a city, wireless antennae can be mounted atop office and residential hi-rises.
  Those antennae will receive and transmit data for end users within the network
  connected to the antennae. Wireless connectivity competes with other high-speed
  Internet connections, such as co-axial cable, dedicated telephone lines, satellite
  wireless and fiber optic cable. The advantage of fixed wireless is the relatively
  low cost of installation, as no hard wires or able is required to be installed
  between buildings.

Recently, we have emphasized on the high-speed wireless market.
  According to research from International Data Corp. wireless Internet use is
  expected to grow rapidly through 2003. "Currently, there are about five million
  wireless Internet subscribers around the world. By 2003, there will be almost
  330 million users, which would account for 55% of all users of the Internet,
  according to International Data Corp." [Source: Business Week, 5 June 2000,
  page EB16.]

We believe that the growing demand for access to information
  is shaping the future of wireless communications. To achieve the vision of truly
  mobile information, the next-generation of wireless services will provide higher
  voice quality, expanded coverage, seamless global roaming, high speed data,
  and a full range of broadband multimedia services, including full motion video,
  video conferencing, and Internet access. Additional services will include on-demand
  medical imaging, real-time road maps, and anytime, anywhere video conferencing.
  The design and deployment of such next generation systems will require new multimedia-capable
  networking, and specifications that ensure that the new wireless infrastructure
  is both specific enough to deliver planned services and flexible enough to provide
  services that have not been conceived.

The rapidly growing demand for high-speed communications capabilities
  is a global phenomenon. Even more so than in the United States and Canada, very
  few of the commercial office buildings in major cities abroad are directly connected
  to fiber or other broadband alternatives. At the same time, many countries are
  beginning to open up their communications markets to competition and to make
  available spectrum rights that are suited to broadband communications services.
  Therefore, we believe there is a significant first-to-market opportunity for
  us to obtain spectrum rights and sell our broadband communications services
  in selected markets abroad. We expect to use our experience in building and
  operating fixed wireless broadband networks to successfully compete in these
  overseas markets. For these reasons, we plan to acquire spectrum, build fixed
  wireless local networks and sell communications services and our other products
  and services in overseas markets.

The effect of the dot-com era

In the 1990's, many new Internet businesses were founded and
  funding was readily available to permit these businesses to grow prior to achieving
  significant revenues or earnings. Many of these companies were ahead of their
  time in the services offered, or simply had a business model that could not
  be sustained without incurring expenses that exceeded revenues due to lack of
  demand or too much supply of similar services from competitors. This phenomena
  is commonly referred to as the Internet or technology bubble, and in the public
  markets was characterized by companies with unsustainable price to earnings

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ratios. The bubble burst, resulting in the loss of funding
  for many of these companies, who subsequently were forced to cease their existing
  Internet business. This burst represents a contradictory phase in the Internet
  services industry, where companies without funding or significant revenues are
  disappearing, or being acquired by their competitors at low valuations.

The contraction in the Internet services industry has presented
  opportunities for consolidation amongst service providers. Of particular interest
  to ZooLink is the contraction in co-location and hosting services. One aspect
  of this opportunity is a result of the significant number of data centers that
  were developed during the dot-com era at high cost. The high costs of these
  data centers meant that companies had to maintain operations of the data center
  at near full capacity in order to break even. As too many data centers were
  built, excess capacity in the market has meant many companies failing or disposing
  of their Internet businesses. This has resulted, and continues to result, in
  the liquidation or sale of their data centers. Accordingly over-all capacity
  in the market is decreasing as data-centers are liquidated or consolidated into
  other operations.

We believe that fundamentally the Internet services industry
  is a growing industry. Hosting and managed services continue to become a recognized
  alternative to in-house solutions for many businesses in North America, and
  worldwide. These factors when combined suggest a unique opportunity now exists
  in the market to acquire and establish operations at data centers, at minimal
  cost. Based on current market pricing and availability, these salvaged data
  centers can operate at break-even at approximately 10% capacity. We believe
  this opportunity will last through the contraction phase of the Internet services
  industry.

A second opportunity that arises as a result of the contraction
  in the Internet services industry is the ability to consolidate operations among
  businesses in order to reduce excess capacity of data-centers, and increase
  earnings from operations of those data-centers.

OUR SERVICES

Co-Location

We are implementing a business strategy that focuses on server
  co-location services. Co-location will be offered from our upgraded Intelligent
  Data Center platforms. During the past year, we have secured the use of a data
  center in Vancouver which was announced on February 3, 2003. To aggressively
  grow our business, we announced the acquisition of Web Host Canada (WHC) on
  March 28, 2003. The acquisition of WHC ensured that the Company increased its
  presence in Calgary, Canada and underscored its business plan by aggressively
  pursuing acquisition targets.

Our Intelligent Data Centers enable our customers to house
  their business-critical Internet servers in a state of the art data center,
  providing them a high level of security, bandwidth management and reliable redundant
  connectivity. Our co-location service is also targeted to Web-centric businesses,
  such as Internet Service Providers, Applications Service Providers, Content
  Providers and Carriers.

Our Intelligent Data Centers are designed to be robust and
  technologically current as necessary to ensure a company's mission critical
  applications are running uninterrupted 24 hours a day, 7 days a week. Security
  is one of our top priorities to protect against cyber terrorism. Our facilities
  are fully monitored around the clock and include biometric palm readers, motion
  sensors, security cameras, mantraps and other features including network security
  to prevent unauthorized intrusions. Our facilities also feature climate control
  and fire suppression systems.

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The following are some of the benefits associated with our
  co-location services:

- Access to carrier grade space available in major metropolitan
  cities across Canada allowing customers to locate as close to their end users
  as possible;

- Wide range of connectivity options available at up
  to 60% discount;

- 24 hour per day unescorted access to customers
  equipment;

- 24 hour per day manned security on premise;

- 24 hour per day video surveillance and monitoring;

- 24 hour technical support and systems administration
  support;

- Redundant power backup systems;

- Redundant environmental control systems;

- Redundant connectivity, peering and network architecture;
  and

- Fire suppression systems.

We have also developed a family of proprietary software technologies
  to enhance our co-location services. In early 2002 we launched ControlSysTM,
  a web based control system that allows customers to administer certain aspects
  of their Internet infrastructure online through a standard Web browser.

We are also developing a proprietary software technology called
  RADSysTM. RADSysTM provides continuous diagnostic feedback to our customers,
  including reporting, analyzing, and diagnosing their Internet infrastructure.
  RADSysTM has been under development since January 2002 and will be available
  in Beta version commencing November 2002 with plans to launch a finalized version
  of the software in the first quarter of 2003. Our newly acquired data center
  in Calgary, Alberta will be the first facility to employ RADSysTM.

The following amounts were expensed in relation to research
  and network development expenses.

|                                          | 2003    | 2002    | 2001   
|----------------------------------------- | ------- | ------- | -------
|Research and network development expenses | 583,128 | 841,980 | 697,345
|                                          |         |         |        

Co-Location Space

Customers may select options to accommodate their space needs,
  including single or multiple server co-locations on shared racks, or may request
  a secured cage for their servers exclusively.

ZooLink provides great flexibility in connectivity for its
  Co-location clients. Bandwidth is available on a flat rate or usage basis. ZooLink
  also provides Ultra-line, a service for those customers wanting to build redundancy
  into their networks. All bandwidth services are monitored and reports are made
  available online daily.

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Managed Services

We have developed a new and unique innovative package of managed
  services. Our managed services provides customers with a broad and flexible
  set of packaged services, including industry leading systems and hardware solutions
  to network services and security. We have selected a number of manufacturers
  to offer its customers the best in dependable and reliable dedicated server
  solutions. Our system solutions enable customers to rent bundled server packages
  for 12 or 24 months allowing companies to conserve valuable capital.

We announced on July 15, 2003, a Virtual Private Server (VPS)
  service that enables customers to receive the full benefits of a dedicated server
  at a price point that is an affordable alternative to dedicated servers.

We realize that managing a network can be a difficult task.
  We have introduced a number of network services to help customers set-up
  and manage their network. We have also partnered with major hardware and software
  vendors to offer clients support services for their network.

We also offer our customers a full suite of information backup
  and restoration services to prevent data loss.

Security is another major concern for our customers and has
  become one of the most critical components of their business on the Internet.
  ZooLink's security specialists can assist clients in evaluating and minimizing
  their security risks through security audits, server hardening, firewalls and
  consulting services.

Managed Hosting

We have built a technically innovative Web hosting service
  platform. Our Web hosting services are fully automated and are accessible via
  the Internet, allowing us to offer hosting services to business customers nationally
  and internationally. Our extensive array of Web hosting solutions, including
  fully managed Web hosting services, are designed based on four main cornerstone
  features: performance, reliability, convenience and security.

Our network has been designed for maximum performance from
  world-class peering arrangements with global carriers to highly available Storage
  Area Network servers. ZooLink's servers are separated into specialized pools
  of services that are load balanced to ensure reliable service during periods
  of high demand loads.

Our Web hosting servers are housed at our secure Intelligent
  Data Centers. Customer Web-sites are backed up daily and archives are kept in
  safe offsite locations. Our network is designed for security with redundant
  backbone links and banks of redundant servers incorporated into a network designed
  to avoid a single point of failure.

Wired & Wireless Connectivity

We provide reliable, flexible and fast broadband Internet
  access services to businesses. To offer these services, we have built a technically
  innovative self-healing network engineered from the ground up to deliver speed
  and reliability with redundant connectivity to multiple carriers. We have also
  created several peering arrangements to ensure the fastest route for customer
  Internet traffic. We offer both wired and wireless Internet connections on our
  network. These are described below.

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Wired Connectivity

To facilitate wired connectivity between ZooLink's network
  and its customers, we typically purchases "local loops from telecommunications
  companies. These "local loops are typically copper wire, the remnants
  of telecommunications companies legacy networks, or expensive fiber-optic cable,
  the construction of which has slowed substantially in recent years due to the
  high cost of build out. We lease these third-party connections and offer them
  to customers seeking traditional and high-speed services.

Wireless Connectivity

We also offer fixed wireless Internet connectivity. Wireless
  Internet service is far more economical and robust than landlines. We offer
  wireless services for dedicated wireless Internet connectivity with speeds starting
  from 10 Mbps up to 1 Gbps for those customers that have high bandwidth requirements.

We believe fixed wireless infrastructure provides an optimal
  solution for delivering broadband capacity across the last mile. In contrast
  to fiber optic cable, the majority of the cost associated with establishing
  fixed wireless connections is related to technology and equipment, the cost
  of which has decreased over time. As such, we are able to connect customer buildings
  at substantially lower cost than a fiber optic network. This cost advantage
  enables us to economically deliver broadband capacity, services and applications
  to a larger addressable market than would otherwise be possible with fiber-optic
  cable.

Our typical customer is serviced by placing a 12-inch digital
  microwave antenna on the roof of the customer's building. The customer's data
  traffic travels from the customer's premises over the building's internal wiring
  to this rooftop antenna. The traffic is then routed via wireless transmission
  to another antenna on a nearby hub site building, which has a direct line of
  site to the antenna on the customer's building. Hub sites serve as aggregation
  points for the reception and distribution of its customer's data traffic. Hub
  sites are connected to each other via high-speed wireless links in a concentric
  arrangement for redundancy.

We offer several wireless connectivity options including shared
  connectivity delivered over our proprietary AirDSL service. AirDSL is a competitive
  offering to wired ADSL service. Both ADSL and AirDSL are offered by us at very
  similar future sets and price structure. AirDSL is essentially a point to point
  wireless connection that is then distributed to certain customer suites throughout
  a connected building by wired or wireless means. AirDSL is a fully managed service
  where we control bandwidth, billing and customer usage through an intelligent
  distribution switch placed in each building. AirDSL essentially allows us to
  spread the cost of wireless connectivity amongst several customers enabling
  us to offer them lower price points.

Most of our wireless services fall under the microwave portion
  of the electro-magnetic spectrum between 2.4 GHz and 38 GHz. ZooLink's products
  generally fall under two main categories, "License-exempt" and "Licensed." Generally,
  Licensed products require regulatory approval before deployment while License-exempt
  products can be deployed without any regulatory approval. Roughly 80% of ZooLink's
  wireless services utilize license-exempt frequencies.

MARKET

The market for the services offered through our Intelligent
  Data Centers is primarily Web-centric businesses, such as Internet Service Providers
  (ISPs), Applications Service Providers (ASPs), Content Providers and Carriers.
  Our customers primarily use its services to maintain complex computer

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equipment in a secure, fault-tolerant environment with connectivity
  to a high-speed, high-capacity, direct link to the Internet and to support complex
  Internet applications. ZooLink currently offers its services from its Intelligent
  Data

Center facilities in the cities of Vancouver and Calgary,
  Canada. ZooLink plans to acquire and develop additional data centers in Canada
  and the US.

ZooLink has also created a comprehensive set of Managed Internet
  services to provide its our customers the ability to outsource the technical
  administration of their Internet infrastructure, which is becoming too complex
  to manage and protect easily. Through these services ZooLink is able to help
  protect enterprises from downtime and other problems caused by security breaches,
  catastrophic events, business spikes, or even routine, planned outages. ZooLink's
  IT experts help deploy Internet-based systems and provide the ongoing monitoring
  and management of the Internet access, hosted Web sites, security devices, and
  storage facilities upon which these systems are built.

Our wired and wireless Internet connectivity and related consulting
  services are currently offered in Vancouver and Calgary only.

MARKETING

We are currently implementing a number of traditional and
  innovative sales and marketing initiatives as follows:

Strategic Alliances - We have implemented a number of strategic
  alliances and relationships including various marketing and technology sharing
  programs that have promoted the adoption of our services and technology with
  customers. We are continuously seeking additional relationships among industry
  leaders in areas that support our efforts in the co-location, hosting, and managed
  services industries, especially in the further development and deployment of
  innovative managed services.

Advertising - We have developed a marketing plan that includes
  print advertising, direct mail, trade shows and Internet links to spotlight
  our co-location, web site hosting and managed services. We also utilize traditional
  mediums like the Yellow Pages, newsprint and brochures to specifically target
  customers. We also have sales and customer support representatives that meet
  directly with these businesses to offer our services and answer any questions
  the customer may have.

Telemarketing Campaigns - We will utilize telemarketing companies
  to carry out telemarketing campaigns geared to identify qualified leads, follow-up
  on sales progress to the qualified leads, and offer assurance that new potential
  contact lists are current and accurate.

Direct Sales - We utilize direct sales that uses various methods
  for reaching potential customers to generate interest, answer questions, follow
  up telemarketing leads and close the sales cycle.

Product Licensing & Rebranding - We will also seek to
  access target markets through product licensing and rebranded offerings to market
  aggregators, or industry, or occupation-related organizations possessing established
  affiliations with the target market. Likely candidates for product licensing
  and rebranded offerings include ISPs, ASPs, Telecom companies and others.

Referral Program - We are implementing a comprehensive referral
  program that compensates customers and others that refer business to us. Our
  referral program will be primarily targeted at ADSL and Web Hosting services
  that are more suited to this type of sales medium.

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Channel Partnerships - We will engage in strategic partnerships with consulting
  and systems integration firms that provide IT expertise, goods, services and
  other resources to our target market segment. Partnerships provide access to
  large customer bases, in exchange for financial or in-kind considerations. COMPETITION
  The markets that we serve are intensely competitive. The main barrier to entry
  is the significant investment required to create a state-of-the-art data center
  and supporting infrastructure and personnel.

The principal competitive factors in this market include:

- Quality of service delivery and scalability of infrastructure;
  - Quality of customer service and support;
  - Multiple levels of services offered;
  - Network capacity, reliability, security and adaptability to new technologies;
  - Internet system engineering expertise;
  - Technical expertise with multiple platforms, protocols and industry standards;
  - Relationships with technology partners and vendors;
  - Number and geographic presence of sales and technical support personnel;
  - Price;
  - Financial resources; and
  - Brand name.
  Our focus is on our core competency of Co-location and managed hosting. We believe
  our technical team, focus, and experience distinguishes it from its competition
  and enables it to provide quality, managed hosting solutions.
  Our current and potential competitors include:
  Internet Service Providers: Internet service providers with a significant regional,
  national or global presence targeting business customers. Many of these companies
  primary focus is providing Internet access services but many have established
  hosting or co-location offerings.
  Telecommunications Carriers: Many large carriers, including AT&T Corp.,
  Cable & Wireless plc, Telus Communications, Bell Canada and Sprint Corporation,
  offer data networking and Internet access services. They compete with us by
  bundling various services such as local and long distance voice, data transmission
  and video services to their business customers. We believe that there is a move
  toward horizontal integration by telecommunications companies through acquisitions
  of or joint ventures with Internet service providers to meet the Internet access
  and data networking requirements of business customers. Accordingly, we expect
  to experience increased competition from these telecommunications carriers.

Managed Hosting Competitors: There are more limited competitors
  in the managed hosting market. Carriers and Internet service providers are also
  entering the managed hosting market, including AT&T, Sprint and Qwest.

EMPLOYEES

ZooLink employs ten full time and one part-time staff at its facilities in
  Vancouver, British Columbia and Calgary, Alberta.

11

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Item 2.     DESCRIPTION OF PROPERTY

PROPERTY

Our executive office and data center is located in Vancouver,
  British Columbia, where we currently lease 5,736 square feet. We lease this
  space under an industry standard operating lease with a term expiring February
  27, 2006, renewable at the option of ZOOLINK. Current monthly lease obligations
  before operating costs and taxes are $6,429. Our Calgary office and data center
  is located in Alberta. This space is leased under an industry standard lease
  with a term expiring July 31, 2007, renewable at the option of ZOOLINK. Current
  monthly lease obligations before operating costs and taxes are $4,664. The Company
  has an executive office located in Calgary, Alberta where we currently lease
  1,500 square feet. This office is leased under an industry standard operating
  lease with a term expiring March 31, 2004. Current monthly lease obligations
  before operating costs and taxes are $1,526. This office is currently sublet
  to the end of the lease. We believe that our current facilities are adequate
  and are suitable for our current use, and that suitable additional facilities
  will be available, when needed, upon commercially reasonable terms. Our facilities
  are adequately insured against perils in a manner consistent with industry practice.

INTELLECTUAL PROPERTY

ZooLink has proprietary rights to its ControlSysTM and RadSysTM
  technologies. We also have registered AirDSL as a trade name. We will rely on
  a combination of patent laws (if applicable), trade secret laws, non-disclosure
  and other contractual agreements, and technical measures to protect the confidential
  information, know-how, and proprietary rights relating to these technologies.
  We have registered active Internet domain names for www.zoolink.com.

Our standard employment agreements and trade agreements contain
  provisions that protect the confidentiality of our proprietary property. All
  our employees and independent sales entities are required to sign these agreements
  prior to their employment or engagement.

To date we have not received notification that our services
  or products infringe the proprietary rights of third parties. Third parties
  could however make such claims of infringement in the future. We cannot be certain
  that others will not develop substantially equivalent or superseding proprietary
  technology, or that equivalent services will not be marketed in competition
  with our services, thereby substantially reducing the value of our proprietary
  rights. Furthermore, there can be no assurance that any confidentiality agreements
  between us and our employees or any license agreements will provide meaningful
  protection for our proprietary information in the event of any unauthorized
  use or disclosure of such proprietary information.

To date we have not received notification that our services
  or products infringe the proprietary rights of third parties. Third parties
  could however make such claims of infringement in the future. We cannot be certain
  that others will not develop substantially equivalent or superseding proprietary
  technology, or that equivalent services will not be marketed in competition
  with our services, thereby substantially reducing the value of our proprietary
  rights. Furthermore, there can be no assurance that any confidentiality agreements
  between us and our employees or any license agreements will provide meaningful
  protection for our proprietary information in the event of any unauthorized
  use or disclosure of such proprietary information.

12

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Item 3.     LEGAL PROCEEDINGS

To the best of our knowledge, there are no material legal
  actions pending, threatened, or contemplated against us, other than the following:

On September 30, 2003, a claim has been filed in the Court
  of Queens Bench of Alberta by VerySmartPeople Inc. alleging various claims including
  breach of contract. The claim alleges damages of up to $5 million and seeks
  to enjoin us from terminating services to the plaintiff. We believe the claim
  is without merit and will aggressively defend the action.

Item 4.     SUBMISSION OF MATTERS
  TO VOTE OF SECURITY HOLDERS

None.

PART II.

Item 5.     MARKET FOR THE REGISTRANT'S
  COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our shares are quoted on the Over-the-Counter Bulletin Board
  (OTC Bulletin Board), a quotation service administered by the National Association
  of Securities Dealers (NASD). Our trading symbol is "ZLNK".

The OTC Bulletin Board has a limited and sporadic trading
  market and does not constitute an established trading market. Trading of our
  shares under our current business commenced on November 22, 2002. The following
  table sets forth the range of high and low price information of the common shares
  as reported on the OTC Bulletin Board since the commencement of trading. The
  price information available reflects inter-dealer prices, without retail mark-up,
  mark-down or commission and may not represent actual transactions.

|     |                                          | High     | Low     | 
|---- | ---------------------------------------- | -------- | ------- | 
|2003 | First Quarter (ended Sept. 30, 2003)     | US$0.35  | US$0.17 | 
|2003 | Fourth Quarter (ended June 30, 2003)     | US$0.81  | US$0.12 | 
|2003 | Third Quarter (ended March 31, 2003)     | US$1.06  | US$0.63 | 
|2002 | Second Quarter (ended December 31, 2002) | US$$1.06 | US$0.61 | 
|2002 | First Quarter (ended September 30, 2002) | US$$7.75 | US$2.60 | 
|2002 | Fourth Quarter (ended June 30, 2002)     | US$$9.00 | US$4.00 | 
|2002 | Third Quarter (ended March 31, 2002)     | US$11.00 | US$9.00 | 

As of September 30, 2003 there were approximately 87 holders
  of record of our common stock and an unknown number of beneficial holders, holding
  a total of 19,582,974 shares.

We have not declared any dividends in the last two fiscal
  years.

13

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Item 6.     MANAGEMENT'S DISCUSSION
  AND ANALYSIS OR PLAN OF OPERATION

The following discusses our financial condition and results
  of operations based upon our consolidated financial statements which have been
  prepared in conformity with accounting principles generally accepted in the
  United States of America. It should be read in conjunction with our financial
  statements and the notes thereto included elsewhere herein. All dollar amounts
  are in Canadian dollars unless otherwise noted.

RESULTS OF OPERATIONS

The following discusses our financial condition and results
  of operations based upon our consolidated financial statements which have been
  prepared in accordance with United States generally accepted accounting principles.
  It should be read in conjunction with our financial statements and the notes
  thereto and other financial information included in this Form 10-KSB for the
  year ended June 30, 2003. All dollar amounts are in Canadian dollars unless
  otherwise noted.

Results of Operations

Total revenues for the year ended June 30, 2003 was $764,742,
  representing a decrease of 6% as compared to the total revenue for the ten-month
  period ended June 30, 2002. The Companys management team focusing on the
  re-capitalization of the Company and the uncertainty involved therein caused
  the decrease in revenue. Co-location market has become extremely competitive
  and the Company has had to re-adjust its product offerings to compete effectively.
  On a consolidated basis, the Company loss per share was $0.08 as compared to
  a loss per share of $0.07 for the ten-month period ended June 30, 2002.

Expenses

Overall the Companys expenses for the year ended June
  30, 2003 were $2,590,286, representing a 22% increase when compared to the ten-month
  period ended June 30, 2002. General and administration expenses increased by
  77% to $1,310,067 for the year ended June 30, 2003. The increase was caused
  by the additional costs related to stock based compensation of $553,341 due
  to the granting of stock options at exercise price less than market price; foreign
  exchange loss of $65,792 caused by the strengthening of the Canadian dollar
  against the US dollar; investor relation expenses of $108,121 and an increase
  in rent due to the additional facilities in Calgary and Vancouver.

Research and development costs for the year ended June 30,
  2003 was $583,128, representing a 31% decrease as compared to $841,980 for the
  ten months ended June 30, 2002. The decrease was caused by the reduction in
  co-location fees that were previously paid to a third party supplier and a decrease
  in salaries and benefits as the company reduced its non-essential staff in the
  technical department. During the period, the Company acquired its own data center
  facilities under a long-term lease, thus ensuring economies of scale.

Sales and marketing expenses for the year ended June 30, 2003
  was $272,995, representing a decrease of 10% as compared to $304,482 for the
  ten-month period ended June 30, 2002. The decrease was caused by reductions
  in advertising due to the Companys commitment to control costs; decreases
  in salaries and benefits caused by a high turn over in sales staff, this was
  partially offset by increases in consulting fees.

Net loss after interest income and expense was $1,844,570
  for the year ended June 30, 2003, which was represented an increase of 37% as
  compared to the ten-month period ended June 30, 2002.

14

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LIQUIDITY AND CAPITAL RESOURCES

The Companys working capital decreased from a deficiency
  of $146,541 for the ten-month period ended to June 30, 2002 to a deficiency
  of $136,764 for the year ended June 30, 2003.

We believe cash from operating activities, and our existing
  cash resources may not be sufficient to meet our working capital requirements
  for the next 12 months. We will likely require additional funds to support the
  Companys business plan. There can be no assurance that additional financing
  will be available on acceptable terms, if at all. If adequate funds are not
  available, we may be unable to take advantage of future opportunities, respond
  to competitive pressures, and may have to curtail operations.

To date, we have not invested in derivative securities or
  any other financial instruments that involve a high level of complexity or risk.
  We expect that in the future, any excess cash will continue to be invested in
  high credit quality, interest-bearing securities.

There are no legal or practical restrictions on the ability
  to transfer funds between parent and subsidiary companies.

There are no known trends or uncertainties that will have
  a material impact on revenues.

Critical Accounting Policies:

The Company's discussion and analysis of its financial condition
  and results of operations, including the discussion on liquidity and capital
  resources, are based upon the Company's financial statements, which have been
  prepared in accordance with accounting principles generally accepted in the
  United States. The preparation of these financial statements requires the Company
  to make estimates and judgments that affect the reported amounts of assets,
  liabilities, revenues and expenses, and related disclosure of contingent assets
  and liabilities. On an ongoing basis, management re-evaluates its estimates
  and judgments, particularly those related to the determination of the estimated
  recoverable amounts of trade accounts receivable, and deferred tax assets. The
  Company believes the following critical accounting policies require its more
  significant judgment and estimates used in the preparation of the consolidated
  financial statements.

The Company maintains an allowance for doubtful accounts for
  estimated losses that may arise if any of its customers are unable to make required
  payments. Management specifically analyzes the age of customer balances, historical
  bad debt experience, customer credit-worthiness, and changes in customer payment
  terms when making estimates of the uncollectability of the Company's trade accounts
  receivable balances. If the Company determines that the financial conditions
  of any of its customers deteriorated, whether due to customer specific or general
  economic issues, increases in the allowance may be made.

Income taxes are accounted for under the asset and liability
  method. Under this method, to the extent that it is not more likely than not
  that a deferred tax asset will be recovered, a valuation allowance is provided.
  In making this determination, the Company considers estimated future taxable
  income and taxable timing differences expected to reverse in the future. Actual
  results may differ from those estimates.

Item 7.     FINANCIAL STATEMENTS

The financial statements are attached to this report following
  the signature page.

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

The Company filed form 8-K on February 5, 2003 and May 8,
  2003 detailing the changes in accountants.

15

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PART III.

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

The following table contains information regarding the members
  of the Board of Directors and the Executive of ZooLink as of the date of this
  Form 10-KSB:

|Name          | Age | Position                 
|------------- | --- | -------------------------
|West McDonald | 33  | Director, President & CEO
|Ali Shawkat   | 30  | Director                 

All of the Officers identified above serve at the discretion
  of the Board and have consented to act as Directors of the Company.

Biographical information for each of the above named Directors
  is set forth below:

West McDonald:Mr. McDonald serves as our President
  and Chief Executive Officer since October 9, 2003. Previously he acted as our
  Vice President of Sales and Marketing since April of 2003 where he was responsible
  for developing and deploying our sales strategy and marketing plan, including
  building a sales team, budgetary approval, and data center improvements. Prior
  to his involvement with ZooLink, West was President and CEO of Talking Tag Technologies
  Inc. from September, 2002, of Alberta Canada, a venture enterprise, and Sales
  Manager with PSINet Canada Ltd. from June, 1999 to November, 2000. Mr. McDonald
  also served in a variety of senior sales roles with PSINet Canada Ltd. from
  May, 1996 to June, 1999. Mr. McDonald has completed a number of sales and marketing
  programs and holds a Bachelors degree in Arts from York University in Toronto.

Ali Shawkat: Mr. Shawkat co-founded ZooLink and prior
  to his resignation as President and CEO on October 9, 2003 was responsible for
  overseeing the day to day operations of the company. Mr. Shawkat had been the
  President and sole Director of ZooLink since March of 2002. Mr. Shawkat interned
  as an engineer with Vector Environmental Technologies, a private engineering
  consulting and construction project management company based in Reno, Nevada.
  Mr. Shawkat holds a Bachelor of Applied Science, B.A.Sc. (Eng.) from the University
  of British Columbia, Vancouver, B.C., Canada.

RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS

There are no family relationships among any of the existing
  Directors or Executive Officers of ZooLink.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

During the fiscal year ended June 30, 2003, the Board of Directors
  consisted solely of Mr. Ali Shawkat. All matters which required Board approval
  were consented to in writing by all of the Companys Directors. As of October
  9, 2003, Mr. West McDonald has joined the Board of Directors.

Mr. Ali Shawkat acts as the sole member of the Audit Committee
  and Compensation Committee. There is no standing nominating committee.

16

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CODE OF ETHICS

ZooLink does not propose to adopt a Code of Ethics until such
  time as it has expanded its Board of Directors and appointed additional senior
  management personnel.

Item 10.     EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth all compensation paid or earned
  for services rendered to us in all capacities during the fiscal years ended
  June 30, 2001, 2002 and 2003 by ZooLinks President and Chief Executive
  Officer (CEO) and each executive officer who earned over US$100,000
  in total salary and bonus during the three most recently completed financial
  years, for services rendered to the Company.

SUMMARY COMPENSATION TABLE

|Name andPrincipal Position(a)            | Annual Compensation                          | Long Term Compensation
|---------------------------------------- | -------------------------------------------- | ----------------------
|Year(b)                                  | Salary($)(c)                                 | Bonus($)(d)           
|SecuritiesUnderOptions/SARsGranted(#)(f) | RestrictedSharesOrRestrictedShareUnits($)(g) | LTIPPayouts($)(h)     
|Ali Shawkat President & CEO              | 2003                                         | Nil                   
|Wendy Paige                              | 2002                                         | Nil                   
|Wendy Paige                              | 2001                                         | Nil                   

|[1] | Salary paid during the fiscal period.                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|[2] | The market value of the companys
        securities at the time of grant was; 100,000 options at a market value
        of US$0.98 per share and 115,000 options at a market value of US$0.51
        per share.
|[3] | Amounts related to non cash stock compensation
        that has been included in the financial statements for the year ended
        June 30, 2003.                                                              

17

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OPTION/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL
  YEAR

|Name(a)                     | SecuritiesUnderOptions/SARsGranted(#)(b) | % of TotalOptions/SAR'sGranted toEmployeesin FiscalYear(c) | ExerciseorBase Price($/Security)(d) | ExpirationDate(f)
|--------------------------- | ----------------------------------------- | ---------------------------------------------------------- | ----------------------------------- | -----------------
|Ali Shawkat President & CEO | 100,000                                   | 11.94%                                                     | US$0.10                             | February 19, 2008
|115,000                     | 13.73%                                    | US$0.40                                                    | February 19, 2008                  

AGGREGATED OPTION/SAR EXERCISES DURING THE MOST RECENTLY
  COMPLETED FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION/SAR VALUES

|Name(a)                     | Shares Acquiredon Exercise (#)(b) | ValueRealized(c) | Number of SecuritiesUnderlyingUnexercisedOptions/SARs atyear End (#)Exercisable/
      Unexercisable(d) | Value of Unexercisedin-the-moneyoptions/SARs at yearend ($)Exercisable/Unexercisable(f)
|--------------------------- | --------------------------------- | ---------------- | ------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------
|Ali Shawkat President & CEO | Nil                               | Nil              | 157,500/57,500                                                                                          | 45,750/5,750                                                                           

Compensation of Directors

There are no standard arrangements pursuant to which Directors
  of ZooLink are compensated for services provided as a Director or members of
  committees of the Board of Directors. The sole director of ZooLink did not receive
  any compensation for the year ended June 30, 2003 for services provided as a
  Director or member of a committee of the Board of Directors.

Employment Contracts and Termination of Employment and
  Change-in-Control Arrangements

There are currently no employment contracts in place with
  the Directors and Officers of ZooLink other than the standard employment agreements
  used for all employees.

18

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

Securities Authorized for Issuance Under Equity Compensation
  Plans

The following table provides information as at June 30, 2003
  with respect to compensation plans (including individual compensation arrangements)
  under which equity securities are authorized for issuance. We have not held
  an annual meeting of stockholders since implementation of the plan.

|Equity Compensation Plan Information-                             
|------------------------------------------------------------------
|Plan category                                                     
|Equity compensation plans approved by
      security holders      
|Equity compensation plans not approved by security
      holders -
|Total                                                             

2003 Stock Option Plan

The purpose of the Stock Options Plan (Plan) is to provide
  additional incentives to employees, officers, directors and consultants of ZooLink
  Corporation, thereby helping to attract and retain the best available personnel
  for positions of responsibility. The options issued under this Plan constitute
  nonqualified stock options, unless otherwise stated.

The maximum number of shares that maybe optioned and sold
  under the Plan is 2 million shares of common stock of ZooLink Corporation, with
  any options that become expired or unexercisable becoming available for further
  grants. The Board of Directors of the Company administers the Plan and the Board
  determines the exercise price of the Stock Option at the time of grant. The
  term of the Plan will terminate on the tenth anniversary from its effective
  date.

19

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Beneficial Ownership

The following table sets forth certain information regarding
  the beneficial ownership of the Companys Common Stock as of June 30, 2003
  by

|(i)   | each person or entity known by ZooLink to beneficially own
      more than 5% of the Common Stock;
|----- | --------------------------------------------------------------------------------------------------
|      |                                                                                                   
|(ii)  | each Director of ZooLink;                                                                         
|      |                                                                                                   
|(iii) | each of the named Executive Officers of ZooLink; and                                              
|      |                                                                                                   
|(iv)  | all Directors and Executive Officers as a group.                                                  

Except as noted below, ZooLink believes that the beneficial
  owners of the Common Stock listed below, based solely on information furnished
  by such owners, have sole voting and investment power with respect to such shares.

|Title of Class | Name and Address of Beneficial Owner                                         | Amount of Beneficial Ownership[1] | Percent of Class [2]
|-------------- | ---------------------------------------------------------------------------- | --------------------------------- | --------------------
|Common Stock   | Ali Shawkat, 510  601 West Hastings Street, Vancouver,
      BC, V6B 5A6    | 3,207,339                         | 14%                 
|Common Stock   | Mudhar Shawkat, 510  601 West Hastings Street, Vancouver,
      BC, V6B 5A6 | 3,788,002                         | 17%                 
|Common Stock   | Royal Canadian Growth Fund[3]                                                | 1,074,721                         | 6.2%                

[1]          Based
  upon information furnished to ZooLink or publicly filed with the SEC, by either
  the Directors, Executive Officers or other beneficial holders listed above.

[2]          Based
  upon a total of 21,326,948 shares of common stock currently issued and outstanding
  on October 6 2003, and includes in each case any stock underlying options granted
  to each person listed.

[3]         RBC Funds Inc.
  is the manager of accounts and has delegated its investment management duties
  to RBC Global Investment Management Inc. ("RBC GIM"). RBC GIM is known to have
  the right to receive or the power to direct the receipt of dividends from, or
  the proceeds from, the sale of securities in such account. The Royal Canadian
  Growth Fund, an account for which The Royal Trust Company serves as trustee,
  owns more than five percent of the class.

Item 12.     CERTAIN RELATIONSHIPS
  AND RELATED TRANSACTIONS

Transactions with Management and Others

Ali Shawkat, a director and President of Zoolink, and his
  father Mudhar Shawkat, being a former director and co-founder of ZooLink Communications
  Ltd., were parties to the share exchange agreement dated October 1, 2002 whereby
  we acquired all the issued and outstanding shares of ZooLink Communications
  Ltd. Ali Shawkat and Mudhar Shawkat received 3,049,839 and 3,718,002 shares
  in our common stock respectively, in exchange for their holdings of ZooLink
  Communications Ltd. pursuant to the share exchange agreement.

20

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Item 13.     EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

|Exhibit | Description of Exhibit                                                       | Manner of Filing                                                                                                                                                                                                       
|------- | ---------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |                                                                              |                                                                                                                                                                                                                        
|        |                                                                              |                                                                                                                                                                                                                        
|3.1     | Articles of Incorporation                                                    | Incorporated by reference from the registrants registration statement
      on Form 10-SB filed with the Securities and Exchange Commission (Commission
      File No. 0-30442) on December 30, 1999 (the Form 10-SB).
|3.2     | Amendment to the Articles of Incorporation                                   | Incorporated by reference from the registrants registration statement
      on Form S-8 filed with the Securities and Exchange Commission (Commission
      File No. 333-103916) on March 19, 2003 (the Form S-8).    
|3.3     | Bylaws                                                                       | Incorporated by reference to Exhibit 3.1 to the Form 10-SB                                                                                                                                                             
|10.1    | Stock Acquisition Agreement with Netj.com Corp., dated
      October 1, 2002 | Incorporated by reference to Annex A to the Definitive Schedule 14C filed
      with the Securities and Exchange Commission on October 31, 2002.                                                                       
|10.2    | 2003 Stock Option Plan                                                       | Incorporated by reference to Exhibit 10.1 to the Form S-8                                                                                                                                                              
|21      | Subsidiaries of the registrant                                               | Filed herewith                                                                                                                                                                                                         
|23.1    | Consent of Morgan & Company
      LLP                                        | Filed herewith                                                                                                                                                                                                         
|23.2    | Consent of Deloitte & Touche
      LLP                                       | Filed herewith                                                                                                                                                                                                         
|31      | Rule 13a-14(a)/15d-14(a) Certification                                       | Filed herewith                                                                                                                                                                                                         
|32      | Section 1350 Certification                                                   | Filed herewith                                                                                                                                                                                                         

(b) Reports on Form 8-K

A Form 8-K was filed on January 21, 2003 notifying the change
  in principal accountants from Deloitte & Touche LLP to Morgan & Company
  LLP.

21

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Item 14.     CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed
  to ensure that information required to be disclosed in our reports filed pursuant
  to the Securities Exchange Act of 1934 are recorded, processed, summarized and
  reported within the time periods specified in the rules and forms promulgated
  under such Act, and that such information is accumulated and communicated to
  management, including its President, as appropriate, to allow timely decisions
  regarding required disclosure.

Within 90 days prior to the date of this report, management
  carried out an evaluation, under the supervision of the President, of the effectiveness
  of the design and operation of our disclosure controls and procedures pursuant
  to Exchange Act Rule 13a-14. Based upon the foregoing, the President concluded
  that our disclosure controls and procedures are effective in connection with
  the filing of this Annual Report on Form 10-KSB for the year ended June 30,
  2003.

There were no significant changes in our internal controls
  or in other factors that could significantly affect these controls subsequent
  to the date of their evaluation, including any significant deficiencies or material
  weaknesses of internal controls that would require corrective action.

Item 15.     PRINCIPAL ACCOUNTANT
  FEES AND SERVICES

Audit Fees

The aggregate fees billed by our principal accountants in
  connection with the review and preparation of the audited financial statements
  for ZooLink Communications Ltd, the accounting parent that resulted from the
  reverse take over of Netj.com Corp, for the fiscal year ended June 30, 2002
  was US$20,291.

The aggregate fees billed by our principal accountants in
  connection with the review and preparation of the audited financial statements
  for ZooLink Corporation, subsequent to the reverse take over of Netj.com Corp,
  for the fiscal year ended June 30, 2003 was US$14,100.

Audit-Related Fees

The aggregate fees billed by the Companys principal
  accountant in connection with the review of the Companys interim quarterly
  reports during its fiscal years ended June 30, 2002 and June 30, 2003 were US$Nil
  and US$4,341, respectively.

Approval of Principal Accountant

Prior to engagement, the appointment of the principal accountant
  is approved by the audit committee following each annual meeting of our stockholders.
  We have not held an annual meeting of stockholders since our engagement of our
  current auditor. The engagement of the principal accountant is limited to audit
  and review services.

22

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**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, on December 1, 2003.

| | **ZOOLINK CORP.**                    
| | -------------------------------------
| |                                      
| | By: /s/ West McDonald                
| | West McDonald                        
| | President and Chief Executive Officer

In accordance with the requirements of the Exchange Act, this
  report has been signed by the following persons on behalf of the registrant
  and in the capacities indicated on the dates indicated.

|Signature         | Title                        | Date            
|----------------- | ---------------------------- | ----------------
|                  |                              |                 
|                  |                              |                 
|/s/ West McDonald | Director and President       | December 1, 2003
|West McDonald     | Chief Executive Officer      |                 
|                  | Principal Accounting Officer |                 

23

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ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003

---




REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of 
  ZooLink Corporation 
  (Formerly NetJ.Com, Corp.)

We have audited the consolidated balance sheet of ZooLink
  Corporation (formerly NetJ.Com, Corp.) as at June 30, 2003 and the consolidated
  statements of operations, stockholders equity, and cash flows for the
  year then ended. These consolidated financial statements are the responsibility
  of the Company's management. Our responsibility is to express an opinion on
  these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards
  generally accepted in the United States of America. Those standards require
  that we plan and perform an audit to obtain reasonable assurance whether the
  financial statements are free of material misstatement. An audit includes examining,
  on a test basis, evidence supporting the amounts and disclosures in the financial
  statements. An audit also includes assessing the accounting principles used
  and significant estimates made by management, as well as evaluating the overall
  financial statement presentation. We believe that our audit provides a reasonable
  basis for our opinion.

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  June 30, 2003 and the results of its operations and cash flows for the year
  then ended in accordance with accounting principles generally accepted in the
  United States of America.

The accompanying consolidated financial statements have been
  prepared assuming that the Company will continue as a going concern. As discussed
  in Note 2 to the consolidated financial statements, the Company has suffered
  losses from operations and has a working capital deficiency that raises substantial
  doubt about its ability to continue as a going concern. Managements plans
  in regard to these matters are also described in Note 2. The consolidated financial
  statements do not include any adjustments that might result from the outcome
  of this uncertainty.

|Vancouver, Canada | Morgan & Company   
|----------------- | ---------------------
|                  |                      
|September 2, 2003 | Chartered Accountants

|Tel: (604) 687-5841 |                                     | P.O. Box 10007 Pacific Centre
|------------------- | ----------------------------------- | -----------------------------
|fax: (604) 687-0075 | Sute 1488 - 700 West Georgia Street
|www.morgan-cas.com  | Vancouver, B.C. V7Y 1A1            

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

CONSOLIDATED BALANCE SHEET(Stated in Canadian Dollars)

|                                                    |   | JUNE 30    |  
|--------------------------------------------------- | - | ---------- | -
|                                                    |   | 2003       |  
|ASSETS                                              |   |            |  
|Current                                             |   |            |  
|Cash and cash equivalents                           | $ | 77,639     |  
|Accounts receivable and other (Note 4)              |   | 91,692     |  
|Prepaid expenses and deposits                       |   | 64,631     |  
|                                                    |   | 233,962    |  
|Capital Assets(Note 5)                              |   | 513,113    |  
|Intangible Assets(Note 6)                           |   | 105,437    |  
|                                                    |   |            |  
|                                                    | $ | 852,512    |  
|                                                    |   |            |  
|LIABILITIES                                         |   |            |  
|Current                                             |   |            |  
|Bank loan (Note 7)                                  | $ | 59,762     |  
|Accounts payable and accrued liabilities            |   | 144,555    |  
|Advances and amounts payable (Note 8)               |   | 70,100     |  
|Deferred revenue                                    |   | 16,069     |  
|Current portion of obligations under capital lease  |   | 80,240     |  
|                                                    |   | 370,726    |  
|Obligations Under Capital Lease(Note 9)             |   | 19,835     |  
|                                                    |   | 390,561    |  
|                                                    |   |            |  
|SHAREHOLDERS EQUITY                                |   |            |  
|                                                    |   |            |  
|Share Capital(Note 10)                              |   |            |  
|Authorized:                                         |   |            |  
|100,000,000 common shares with a
      par value of |   |            |  
|US$ 0.001                                           |   |            |  
|                                                    |   |            |  
|Issued and outstanding:                             |   |            |  
|19,309,951 common shares at June
      30, 2003 and |   |            |  
|12,208,397 common shares at June
      30, 2002     |   | 16,803     |  
|                                                    |   |            |  
|Additional paid-in capital                          |   | 3,253,792  |  
|                                                    |   |            |  
|Special Warrants                                    |   | 1,313,994  |  
|Deferred Compensation                               |   | (162,908   | )
|Deficit                                             |   | (3,959,730 | )
|                                                    |   | 461,951    |  
|                                                    |   |            |  
|                                                    | $ | 852,512    |  

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

CONSOLIDATED STATEMENT OF OPERATIONS (Stated in Canadian Dollars)

|                                                    |   |            |   |   | TEN        |  
|--------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                    |   | YEAR       |   |   | MONTHS     |  
|                                                    |   | ENDED      |   |   | ENDED      |  
|                                                    |   | JUNE 30    |   |   | JUNE 30    |  
|                                                    |   | 2003       |   |   | 2002       |  
|                                                    |   |            |   |   |            |  
|Revenue                                             | $ | 776,742    |   | $ | 816,228    |  
|                                                    |   |            |   |   |            |  
|Operating Expenses                                  |   |            |   |   |            |  
|General and administrative expenses
      (Note 12) |   | 1,734,163  |   |   | 981,482    |  
|Sales and marketing (Note 13)                       |   | 272,995    |   |   | 304,482    |  
|Research and network development (Note
      14)    |   | 583,128    |   |   | 841,980    |  
|                                                    |   | 2,590,286  |   |   | 2,127,944  |  
|                                                    |   |            |   |   |            |  
|Loss From Operations Before Other Items             |   | (1,813,544 | ) |   | (1,311,716 | )
|                                                    |   |            |   |   |            |  
|Other Items                                         |   |            |   |   |            |  
|Interest income                                     |   | 1,739      |   |   | 24,315     |  
|Interest expense                                    |   | (32,765    | ) |   | (61,887    | )
|                                                    |   |            |   |   |            |  
|Loss For The Period                                 | $ | (1,844,570 | ) | $ | (1,349,288 | )
|                                                    |   |            |   |   |            |  
|Basic And Diluted Loss Per Share                    | $ | (0.08      | ) | $ | (0.07      | )
|                                                    |   |            |   |   |            |  
|Basic And Diluted Weighted Average Number Of        |   |            |   |   |            |  
|Common Shares                                       |   | 20,750,174 |   |   | 20,514,448 |  

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

CONSOLIDATED STATEMENT OF CASH FLOWS(Stated in Canadian Dollars)

|                                                                      |   |            |   |   | TEN        |  
|--------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                                      |   | YEAR       |   |   | MONTHS     |  
|                                                                      |   | ENDED      |   |   | ENDED      |  
|                                                                      |   | JUNE 30    |   |   | JUNE 30    |  
|                                                                      |   | 2003       |   |   | 2002       |  
|                                                                      |   |            |   |   |            |  
|Cash Flows From Operating Activities                                  |   |            |   |   |            |  
|Net loss                                                              | $ | (1,844,570 | ) | $ | (1,349,288 | )
|                                                                      |   |            |   |   |            |  
|Adjustments to reconcile net loss
      to net cash used in operating |   |            |   |   |            |  
|activities                                                            |   |            |   |   |            |  
|Amortization                                                          |   | 209,820    |   |   | 196,894    |  
|Loss
      on disposal of capital assets                              |   | -          |   |   | 4,524      |  
|Stock
      based compensation                                        |   | 553,341    |   |   | -          |  
|                                                                      |   |            |   |   |            |  
|Changes in operating assets and liabilities                           |   |            |   |   |            |  
|Accounts
      receivable                                             |   | 32,832     |   |   | 217,829    |  
|Work
      in progress                                                |   | -          |   |   | 12,000     |  
|Prepaid
      expenses and deposits                                   |   | (1,466     | ) |   | (13,269    | )
|Accounts
      payable and accrued liabilities                        |   | (138,135   | ) |   | (4,562     | )
|Deferred
      revenue                                                |   | (31,194    | ) |   | (12,176    | )
|                                                                      |   | (1,219,372 | ) |   | (948,048   | )
|                                                                      |   |            |   |   |            |  
|Cash Flows From Financing Activities                                  |   |            |   |   |            |  
|Repayment of obligations under capital
      lease                    |   | (149,136   | ) |   | (142,053   | )
|Issue of common shares                                                |   | 1,302,133  |   |   | -          |  
|Decrease in bank loan                                                 |   | (55,944    | ) |   | (46,620    | )
|Advances and amounts payable                                          |   | 70,100     |   |   | -          |  
|                                                                      |   | 1,167,153  |   |   | (188,673   | )
|                                                                      |   |            |   |   |            |  
|Cash Flows From Investing Activities                                  |   |            |   |   |            |  
|Purchase of capital assets                                            |   | (11,921    | ) |   | (68,402    | )
|Acquisition of subsidiary                                             |   | (29,900    | ) |   | -          |  
|Proceeds on disposal of capital assets                                |   | -          |   |   | 2,400      |  
|                                                                      |   | (41,821    | ) |   | (66,002    | )
|                                                                      |   |            |   |   |            |  
|Decrease In Cash And Cash Equivalents                                 |   | (94,040    | ) |   | (1,202,723 | )
|                                                                      |   |            |   |   |            |  
|Cash And Cash Equivalents, Beginning Of Period                        |   | 171,679    |   |   | 1,374,402  |  
|                                                                      |   |            |   |   |            |  
|Cash And Cash Equivalents, End Of Period                              | $ | 77,639     |   | $ | 171,679    |  
|                                                                      |   |            |   |   |            |  
|Supplemental Disclosure Of Non-Cash Investing And                     |   |            |   |   |            |  
|Financing Activities                                                  |   |            |   |   |            |  
|Shares issued for acquisition of subsidiary                           | $ | 49,659     |   | $ | -          |  
|Capital lease
      obligations incurred                              |   | 36,621     |   |   | 42,091     |  
|                                                                      |   |            |   |   |            |  
|Supplemental Disclosure Of Cash Flow Information                      |   |            |   |   |            |  
|Interest paid
      in cash                                           | $ | 43,127     |   | $ | 61,887     |  

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITYJUNE 30, 2003(Stated in Canadian Dollars)

|                                                                                                                                         | NUMBER
        OF
        SHARES |   |   | PAR
        VALUE |   |   | ADDITIONAL
        PAID-IN
        CAPITAL |  | NUMBER
        OF
        SPECIAL
        WARRANTS |   |   | AMOUNT    |   |   | DEFERRED
        COMPENSATION |   |   | DEFICIT
        ACCUMULATED |   |   | TOTAL      |  
|---------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------- | - | - | ----------------- | - | - | ------------------------------------------ |  | -------------------------------------------------- | - | - | --------- | - | - | ----------------------------- | - | - | --------------------------- | - | - | ---------- | -
|                                                                                                                                         |                                  |   |   |                   |   |   |                                            |  |                                                    |   |   |           |   |   |                               |   |   |                             |   |   |            |  
|Balance,
        August 31, 2001                                                                                                         | 12,208,397                       |   | $ | 397,393           |   | $ |                                           |  | 4,540,134                                          |   | $ | 2,119,155 |   | $ |                              |   | $ | (765,872                    | ) | $ | 1,750,676  |  
|                                                                                                                                         |                                  |   |   |                   |   |   |                                            |  |                                                    |   |   |           |   |   |                               |   |   |                             |   |   |            |  
|Loss
        for the period                                                                                                              |                                 |   |   |                  |   |   |                                           |  |                                                   |   |   |          |   |   |                              |   |   | (1,349,288                  | ) |   | (1,349,288 | )
|                                                                                                                                         |                                  |   |   |                   |   |   |                                            |  |                                                    |   |   |           |   |   |                               |   |   |                             |   |   |            |  
|Balance,
        June 30, 2002                                                                                                           | 12,208,397                       |   |   | 397,393           |   |   |                                           |  | 4,540,134                                          |   |   | 2,119,155 |   |   |                              |   |   | (2,115,160                  | ) |   | 401,388    |  
|                                                                                                                                         |                                  |   |   |                   |   |   |                                            |  |                                                    |   |   |           |   |   |                               |   |   |                             |   |   |            |  
|Effect
        of 1 common share of NetJ.com, Corp. for 1.3957 common shares and special
        warrants of ZooLink Communications Ltd. | (3,461,316                       | ) |   | (383,573          | ) |   | 383,573                                    |  | (1,287,216                                         | ) |   |          |   |   |                              |   |   |                            |   |   |           |  
|                                                                                                                                         |                                  |   |   |                   |   |   |                                            |  |                                                    |   |   |           |   |   |                               |   |   |                             |   |   |            |  
|Total
        relating to NetJ.Com, Corp. balance, November 21, 2002                                                                     | 8,747,081                        |   |   | 13,820            |   |   | 383,573                                    |  | 3,252,919                                          |   |   | 2,119,155 |   |   |                              |   |   | (2,115,160                  | ) |   | 401,388    |  
|NetJ.Com,
        Corp. shareholders as at November 21, 2002                                                                             | 8,514,448                        |   |   |                  |   |   |                                           |  |                                                   |   |   |          |   |   |                              |   |   |                            |   |   |           |  
|Issuance
        of common stock                                                                                                         |                                  |   |   |                   |   |   |                                            |  |                                                    |   |   |           |   |   |                               |   |   |                             |   |   |            |  
|For
        acquisition of Web Host Canada Ltd.                                                                                          | 250,000                          |   |   | 355               |   |   | 49,304                                     |  |                                                   |   |   |          |   |   |                              |   |   |                            |   |   | 49,659     |  
|For
        cash                                                                                                                         | 357,500                          |   |   | 484               |   |   | 1,263,485                                  |  |                                                   |   |   |          |   |   |                              |   |   |                            |   |   | 1,263,969  |  
|For
        options exercised                                                                                                            | 205,000                          |   |   | 278               |   |   | 37,886                                     |  |                                                   |   |   |          |   |   |                              |   |   |                            |   |   | 38,164     |  
|For
        special warrants exercised                                                                                                   | 1,235,928                        |   |   | 1,866             |   |   | 803,295                                    |  | (1,235,928                                         | ) |   | (805,161  | ) |   |                              |   |   |                            |   |   |           |  
|Stock
        based compensation                                                                                                         |                                 |   |   |                  |   |   | 716,249                                    |  |                                                   |   |   |          |   |   | (162,908                      | ) |   |                            |   |   | 553,341    |  
|Loss
        for the year                                                                                                                |                                 |   |   |                  |   |   |                                           |  |                                                   |   |   |          |   |   |                              |   |   | (1,844,570                  | ) |   | (1,844,570 | )
|                                                                                                                                         |                                  |   |   |                   |   |   |                                            |  |                                                    |   |   |           |   |   |                               |   |   |                             |   |   |            |  
|Balance,
        June 30, 2003                                                                                                           | 19,309,957                       |   | $ | 16,803            |   | $ | 3,253,792                                  |  | 2,016,991                                          |   | $ | 1,313,994 |   | $ | (162,908                      | ) | $ | (3,959,730                  | ) | $ | 461,951    |  

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003(Stated in Canadian Dollars)

|1. | HISTORY AND ORGANIZATION OF THE COMPANY
      The accompanying consolidated financial statements include
        the accounts of Zoolink Corporation (Zoolink) (formerly NetJ.Com,
        Corp. (NetJ)), its wholly owned subsidiary Zoolink Communications
        (subsidiary) from November 21, 2002 (date of acquisition),
        its wholly owned subsidiary i3Datacenters Limited (i3D) and
        its wholly owned subsidiary, Web Host Canada Ltd. (WHC) from
        May 1, 2003 (date on acquisition), collectively the Company.
      The Company is a provider of internet access, networking
        services, wireless connectivity within a wide area network, web hosting,
        server co-location and managed hosting services.
      On October 1, 2002, the susidiary entered into a share
        exchange agreement with NetJ, which is a company incorporated in Nevada.
        At the time of the share exchange agreement, NetJ was a non-operating
        company.
      In connection with the agreement, NetJ acquired 100%
        of the issued and outstanding share capital of the subsidiary consisting
        of 12,208,397 common shares and 4,540,134 special warrants for consideration
        of the issuance of 12,000,000 common shares of NetJ. The transaction closed
        on November 21, 2002 and, as a result, the former shareholders of the
        subsidiary obtained a majority interest in NetJ. On closing, NetJ issued
        8,747,081 common shares and reserved for issue a total of 3,252,919 common
        shares to be issued upon conversion of the 4,540,134 special warrants.
        Prior to the closing of the acquisition agreement, NetJ issued 14,000,000
        common shares for the settlement of debt totalling US$70,000, rolled back
        its issued common shares (1 new share for each 100 old shares outstanding),
        issued 19,508,920 new shares for debt of US$687,123, issued 10,000,000
        new shares for subscriptions received of US$110,000, settled debts aggregating
        US$421,012 for US$110,000, amounts due to related parties aggregating
        US$116,048 were forgiven, and cancelled 21,265,359 new shares.
      As NetJ. was a non-operating public company, the share
        exchange has been accounted for as a recapitalization of the subsidiary
        and an issuance of shares by the subsidiary to the shareholders of NetJ.
        On November 21, 2002, NetJ had no assets or liabilities.
      In accounting for this transaction, the subsidiary is
        deemed to be the purchaser and surviving company for accounting purposes.
        Accordingly, its net assets are included in the balance sheet and their
        historical book values on the results of operations of the subsidiary
        have been presented for the comparative prior period.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003(Stated in Canadian Dollars)

|2. | GOING CONCERN
      The Company's financial statements are prepared using
        the generally accepted accounting principles applicable to a going concern,
        which contemplates the realization of assets and liquidation of liabilities
        in the normal course of business. As at June 30, 2003, the Company has
        a working capital deficit of $136,764, and an accumulated deficit of $3,959,730,
        and its operating expenses exceed its revenues. Without realization of
        additional capital or the attainment of profitable operations, it would
        be unlikely for the Company to continue as a going concern. It is management's
        plan to seek additional capital through equity financing.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003(Stated in Canadian Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | d)                                        
|   |                                           
|   | e)                                        
|   |                                           
|   | f)                                        

| | Computer hardware              | 30% declining balance                             
| | ------------------------------ | --------------------------------------------------
| | Computer software              | 100% declining balance                            
| | Office furniture and equipment | 20% declining balance                             
| | Leasehold improvements and     | Over the shorter of the useful life or term of the
| | computer software under lease  | lease                                             

| | g) | Intangible Assets
      Intangible assets are amortized on a straight-line basis
        over three years, representing the estimated life of the assets. SFAS
        No. 142 requires that indefinite-lived intangible assets be tested for
        impairment by comparing the intangible assets fair value to its
        carrying value. Intangible assets are deemed to be impaired if the net
        book value exceeds the estimated fair value. None of the Companys
        intangible assets are considered to be indefinite-lived and, accordingly,
        are evaluated for impairment in accordance with SFAS No. 144.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003(Stated in Canadian Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | h)                                        
|   |                                           
|   | i)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | j)                                        

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003(Stated in Canadian Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | k)                                        
|   |                                           
|   | l)                                        
|   |                                           
|   | m)                                        
|   |                                           
|   | n)                                        

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003(Stated in Canadian Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | o)                                        
|   |                                           
|   | p)                                        
|   |                                           
|   | q)                                        
|   |                                           
|   | r)                                        

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003(Stated in Canadian Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | s)                                        

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003(Stated in Canadian Dollars)



|3. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | s)                                        
|   |                                           
|4. | ACCOUNTS RECEIVABLE AND OTHER             

| |                                 |   | 2003     |   |   | 2002    |  
| | ------------------------------- | - | -------- | - | - | ------- | -
| |                                 |   |          |   |   |         |  
| | Trade accounts                  | $ | 130,653  |   | $ | 185,242 |  
| | Other amounts receivable        |   | 74,115   |   |   | 22,113  |  
| | Allowance for doubtful accounts |   | (113,076 | ) |   | (82,831 | )
| |                                 |   |          |   |   |         |  
| |                                 | $ | 91,692   |   | $ | 124,524 |  

|5. | CAPITAL ASSETS
|-- | --------------

| |                        | 2003 |           |  | 2002 |             
| | ---------------------- | ---- | --------- |  | ---- | ------------
| |                        |      |           |  |      | ACCUMULATED 
| |                        |      | COST      |  |      | DEPRECIATION
| |                        |      |           |  |      |             
| | Computer hardware      | $    | 1,051,773 |  | $    | 597,529     
| | Computer software      |      | 67,012    |  |      | 62,473      
| | Office furniture and   |      |           |  |      |             
| | equipment              |      | 79,334    |  |      | 30,040      
| | Leasehold improvements |      | 7,255     |  |      | 2,219       
| |                        |      |           |  |      |             
| |                        | $    | 1,205,374 |  | $    | 692,261     

| | Included in computer hardware is hardware under capital
        lease with an original cost of $561,287 (2002 - $524,700), included in
        computer software is software under capital lease of $25,782 (2002 - $25,782)
        and included in office furniture and equipment is equipment under capital
        lease with an original cost of $4,572 (2002 - $4,572). Accumulated amortization
        provided on the hardware under capital lease amounted to $341,802 (2002
        - $256,020), on computer software under capital lease of $21,845 (2002
        - $12,890) and on the equipment amounted to $2,378 (2002 - $1,829).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003(Stated in Canadian Dollars)

|6. | INTANGIBLE ASSETS
      Acquired intangible assets resulted from the Companys
        acquisition of WHC (Note 11) and consist of a list of customers with an
        estimated life of three years.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Customer list                  | $ | 111,639 |  
| | ------------------------------ | - | ------- | -
| | Less: Accumulated amortization |   | (6,202  | )
| |                                | $ | 105,437 |  

|7. | BANK LOAN
      The bank loan is a demand instalment loan bearing interest
        at bank prime plus 3% per annum, secured by all the assets of the Company,
        repayable in monthly principal instalments of $4,662 plus interest, and
        is due on July 1, 2004.                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|8. | ADVANCES AND AMOUNTS PAYABLE
      Amounts payable of $70,100 representing remaining amounts
        payable to the former shareholders of WHC (Note 11) were paid in full
        subsequent to June 30, 2003 by cash payment of $21,600 and the granting
        of options to purchase 100,000 common shares of the Company at a price
        of $0.20 per share up to July 1, 2008.
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|9. | OBLIGATIONS UNDER CAPITAL LEASE
      The Company is obligated under certain capital leases
        to future minimum annual lease payments for years ended June 30 due as
        follows:                                                                                                                                                                                             

| | 2003                                                                 | $ | 80,240  |  
| | -------------------------------------------------------------------- | - | ------- | -
| | 2004                                                                 |   | 20,983  |  
| | 2005                                                                 |   | 9,564   |  
| | 2006                                                                 |   | 2,271   |  
| |                                                                      |   | 113,058 |  
| | Less: Amount representing interest at rates varying between 8.9% and |   |         |  
| | 20.15%                                                               |   | (12,983 | )
| | Present value of future minimum lease obligations                    |   | 100,075 |  
| | Less: Current portion                                                |   | (80,240 | )
| |                                                                      |   |         |  
| |                                                                      | $ | 19,835  |  

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003(Stated in Canadian Dollars)

|10. | SHARE CAPITAL
|--- | -------------
|    |              
|    | a)           
|    |              
|    | b)           
|    |              
|    | c)           

| |                                                        |            |   |   | WEIGHTED | 
| | ------------------------------------------------------ | ---------- | - | - | -------- | 
| |                                                        |            |   |   | AVERAGE  | 
| |                                                        | NUMBER OF  |   |   | EXERCISE | 
| |                                                        | OPTIONS    |   |   | PRICE    | 
| |                                                        |            |   |   |          | 
| | Balance outstanding, August 31, 2001 and June 30, 2002 | 2,250,000  |   | $ | 1.84     | 
| |                                                        |            |   |   |          | 
| | Options granted                                        | 537,475    |   |   | 0.38     | 
| | Options exercised                                      | (205,000   | ) |   | 0.21     | 
| | Options cancelled                                      | (2,250,000 | ) |   | 1.84     | 
| |                                                        |            |   |   |          | 
| | Balance outstanding, June 30, 2003                     | 332,475    |   | $ | 0.48     | 

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003(Stated in Canadian Dollars)

|10. | SHARE CAPITAL(Continued)
|--- | ------------------------
|    |                         
|    | c)                      

| |                     |         |              |  | OPTIONS | 
| | ------------------- | ------- | ------------ |  | ------- | 
| | OPTIONS OUTSTANDING |         | EXERCISABLE  | 
| |                     | NUMBER  | REMAINING    |  | NUMBER  | 
| | EXERCISE            | OF      | CONTRACTUAL  |  | OF      | 
| | PRICE               | SHARES  | LIFE (YEARS) |  | SHARES  | 
| |                     |         |              |  |         | 
| | $0.16               | 100,000 | 4.64         |  | 100,000 | 
| | 0.62                | 232,475 | 4.64         |  | 78,738  | 
| |                     |         |              |  |         | 
| |                     | 332,475 | 4.64         |  | 178,738 | 

| | Had the stock based compensation been determined under the method prescribed
      by SFAS No. 123, the Companys loss for the period would have been
      as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                            |   | 2003       |   |   | 2002       |  
| | ------------------------------------------ | - | ---------- | - | - | ---------- | -
| |                                            |   |            |   |   |            |  
| | Net loss for the year                      | $ | (1,502,415 | ) | $ | (1,349,288 | )
| | Add: Stock-based compensation expense      |   | 553,341    |   |   | -          |  
| | included in net loss  as reported         |   |            |   |   |            |  
| | Deduct: Stock-based compensation expense   |   | (778,947   | ) |   | -          |  
| | determined under fair value method         |   |            |   |   |            |  
| |                                            |   |            |   |   |            |  
| | Pro-forma loss for the year                | $ | (1,728,021 | ) | $ | (1,349,288 | )
| |                                            |   |            |   |   |            |  
| | Pro-forma basic and diluted loss per share | $ | (0.08      | ) | $ | (0.07      | )

| | The fair value of each option granted is estimated on the grant date using
      the Black-Scholes option-pricing model assuming no dividend yield and the
      following weighted average assumptions for options granted:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Risk free interest rate  | 5%      | Nil
| | ------------------------ | ------- | ---
| | Expected life (in years) | 1       | Nil
| | Expected volatility      | 140.80% | Nil

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003(Stated in Canadian Dollars)

|11. | BUSINESS COMBINATION
      On May 1, 2003, the Company acquired WHC for $100,000
        ($29,900 paid at June 30, 2003) in cash and the issuance of 250,000 common
        shares (issued April 30, 2003). WHC provides advanced hosting solutions
        and co-location services. WHC has a complete portfolio of hosting services
        targeting small, medium and large enterprise businesses. WHCs business
        complements the products and services that the Company provides through
        its data centers in Calgary and Vancouver.
      Advances and amounts payable includes $70,100 due to
        the former shareholders of WHC. The Company was required to pay an aggregate
        $90,000 by June 30, 2003 with the balance due July 30, 2003 (Note 8).
      The following summarizes the fair values of the WHC
        assets acquired as of the acquisition date:
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Acquisition price         |   |         | 
| | ------------------------- | - | ------- | 
| | Cash consideration        | $ | 100,000 | 
| | Shares issued             |   | 49,659  | 
| |                           |   |         | 
| |                           | $ | 149,659 | 
| |                           |   |         | 
| | Purchase price allocation |   |         | 
| | Capital assets            | $ | 38,020  | 
| | Customer list             |   | 111,639 | 
| |                           |   |         | 
| |                           | $ | 149,659 | 

|12. | GENERAL AND ADMINISTRATIVE EXPENSES
|--- | -----------------------------------

| |                                |   | 2003      |  |   | 2002    | 
| | ------------------------------ | - | --------- |  | - | ------- | 
| |                                |   |           |  |   |         | 
| | Legal and accounting           | $ | 192,357   |  | $ | 284,620 | 
| | Rent                           |   | 252,091   |  |   | 95,439  | 
| | Bad debts                      |   | 73,250    |  |   | 75,387  | 
| | Amortization                   |   | 209,820   |  |   | 196,894 | 
| | Salaries and benefits          |   | 150,677   |  |   | 274,897 | 
| | Office and sundry              |   | 128,714   |  |   | 54,245  | 
| | Investor relations             |   | 108,121   |  |   | -       | 
| | Stock based compensation       |   | 553,341   |  |   | -       | 
| | Realized foreign exchange loss |   | 65,792    |  |   | -       | 
| |                                |   |           |  |   |         | 
| |                                | $ | 1,734,163 |  | $ | 981,482 | 

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003(Stated in Canadian Dollars)

|13. | SALES AND MARKETING EXPENSES
|--- | ----------------------------

|                          | 2003 |         | 2002 |  
|------------------------- | ---- | ------- | ---- | -
|                          |      |         |      |  
|Advertising and promotion | $    | 26,708  |      | $
|Consulting fees           |      | 84,608  |      |  
|Salaries and benefits     |      | 134,214 |      |  
|Travel                    |      | 27,465  |      |  
|                          |      |         |      |  
|                          | $    | 272,995 |      | $

|14. | RESEARCH AND NETWORK DEVELOPMENT EXPENSES
|--- | -----------------------------------------

|                      | 2003 |         | 2002 |  
|--------------------- | ---- | ------- | ---- | -
|                      |      |         |      |  
|Line lease            | $    | 224,740 |      | $
|Network development   |      | 177,849 |      |  
|Salaries and benefits |      | 180,539 |      |  
|                      |      |         |      |  
|                      | $    | 583,128 |      | $

|15. | COMMITMENTS AND CONTINGENCIES
|--- | -----------------------------
|    | i)                           

| | 2004       | $ | 171,924 |  | 
| | ---------- | - | ------- |  | 
| | 2005       |   | 170,171 |  | 
| | 2006       |   | 137,662 |  | 
| | 2007       |   | 65,720  |  | 
| | Thereafter |   | 361,672 |  | 
| |            |   |         |  | 
| |            | $ | 907,149 |  | 

| | ii)  | The Company is party to a number of claims totaling
        approximately $6,800 with respect to unsolicited faxes. The Company disputes
        the claims and has not accrued for the amounts claimed.                                                                                        
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | iii) | The Company is the defendant in an action for damages
        in Ontario, Canada for an amount of $1,240,385 in respect of breaches
        of agreements. Subsequent to June 30, 2003, the claim was settled for
        $14,400. This amount is included in accounts payable at June 30, 2003.

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003(Stated in Canadian Dollars)

|15. | COMMITMENTS AND CONTINGENCIES(Continued)                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | iv)                                                                                                                                                                                                                                                   
|16. | INCOME TAXES
        The reported income tax recovery differs from the amount computed by
          applying the Canadian basic statutory rates to the net loss. The reasons
          for this difference and the related tax effects are as follows:

|                                              | 2003 |          | 2002 |  
|--------------------------------------------- | ---- | -------- | ---- | -
|                                              |      |          |      |  
|Canadian basic statutory tax rate             |      | 38%      |      |  
|                                              |      |          |      |  
|Expected income tax recovery                  | $    | (700,937 | )    | $
|Other                                         |      | 79,732   |      |  
|Non-deductible items                          |      | 146,684  |      |  
|Foreign losses subject to different tax rates |      | 76,036   |      |  
|Effect on change in tax rate                  |      | (431,283 | )    |  
|Unrecognized benefits of non-capital losses   |      | 829,768  |      |  
|                                              |      |          |      |  
|                                              | $    | -        |      | $

Deferred income taxes result principally from temporary differences in the
  recognition of certain revenue and expense items for financial and income tax
  reporting purposes. Significant components of the Companys deferred tax
  assets and liabilities are as follows:

|                         | 2003 |            | 2002 |  
|------------------------ | ---- | ---------- | ---- | -
|                         |      |            |      |  
|Future income tax assets |      |            |      |  
|Tax loss carryforwards   | $    | 1,236,924  |      | $
|Capital assets           |      | 43,248     |      |  
|Valuation allowance      |      | (1,280,172 | )    |  
|                         |      |            |      |  
|Future income tax assets | $    | -          |      | $

Realization of deferred tax assets is dependent on future earnings, if any,
  the timing and amount of which are uncertain. Accordingly, the net deferred
  tax assets have been fully offset by a valuation allowance.

---

ZOOLINK CORPORATION(Formerly NetJ.Com, Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003(Stated in Canadian Dollars)

|16. | INCOME TAXES(Continued)
      The Company has non-capital losses for income tax purposes of $3,255,063
        which may be available to reduce taxable income in future years. These
        losses expire as follows:
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2006 | $ | 44,904    |  | 
| | ---- | - | --------- |  | 
| | 2008 |   | 763,600   |  | 
| | 2009 |   | 1,347,913 |  | 
| | 2010 |   | 1,098,646 |  | 
| |      |   |           |  | 
| |      | $ | 3,255,063 |  | 
| |      |   |           |  | 

|17. | FINANCIAL INSTRUMENTS                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | a)                                                                                                                                                                            
|    | b)                                                                                                                                                                            
|    | c)                                                                                                                                                                            
|18. | SUBSEQUENT EVENT
      In July 2003, an additional 108,750 stock options were
        exercised for common shares of the Company for a total consideration of
        $15,019.

---