##### Table of Contents



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

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

Commission file number 0-25764

OneLink, Inc.

|                                 |  |                                              
|-------------------------------- |  | ---------------------------------------------
|Minnesota
State of Incorporation |  | 41-1675041
I.R.S. Employer Identification No.

|                                                                 
|-----------------------------------------------------------------
|800 Nicollet Mall
Suite 2690
Minneapolis, MN 55402
(612) 338-8948

Securities registered under Section 12(g) of the Exchange Act: common
stock, par value $.01

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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   box     No     xbox

Check if there is no disclosure of delinquent filers in response to Items
405 of Regulation S-B in this form, and no disclosure will be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-KSB or any amendment to
this Form 10-KSB.    xbox

The Companys revenues from continuing operations for the fiscal year
ended December 31, 2002 totaled $556,311.

The aggregate market value of the common stock held by nonaffiliates of
the registrant as of May 21, 2003 was approximately $1,000 based on the average
of the closing bid and asked price of the registrants common stock on such
date. The number of shares outstanding of the registrants common stock, as of
May 21, 2003 was 9,861,254.

Transitional Small Business Issuer Format (Check One):

Yes   box     No     xbox





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TABLE OF CONTENTS



|                                                                      |                                                                                                                         |  |  |  |  |  |  | 
|--------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|TABLE OF CONTENTS                                                    
|PART I                                                               
|                                                                      | Item 1. Description of Business                                                                                        
|                                                                      | Item 2. Description of Property                                                                                        
|                                                                      | Item 3. Legal Proceedings                                                                                              
|                                                                      | Item 4. Submission of Matters to a Vote of Security Holders                                                            
|PART II                                                              
|                                                                      | Item 5. Market for Common Equity and Related Stockholder Matters                                                       
|                                                                      | Item 6. Managements Discussion and Analysis or Plan of Operations                                                     
|                                                                      | Item 7. Financial Statements                                                                                           
|INDEPENDENT AUDITORS REPORT                                         
|Notes to Financial Statements                                        
|                                                                      | Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure                           
|PART III                                                             
|                                                                      | Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act
|                                                                      | Item 10. Executive and Director Compensation                                                                           
|SUMMARY COMPENSATION TABLE                                           
|OPTION GRANTS DURING 2002 FISCAL YEAR                                
|OPTION EXERCISES DURING FISCAL 2002 AND FISCAL YEAR-END OPTION VALUES
|                                                                      | Item 11. Security Ownership of Certain Beneficial Owners and Management                                                
|                                                                      | Item 12. Certain Relationships and Related Transactions                                                                
|                                                                      | Item 13. Exhibits and Reports on Form 8-K                                                                              
|                                                                      | Item 14. Controls and Procedures                                                                                       
|SIGNATURES                                                           
|CERTIFICATIONS                                                       
|EX-99.1 CEO Certification Pursuant to 18 U.S.C.                      
|EX-99.2 CFO Certification Pursuant to 18 U.S.C.                      



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##### Table of Contents



ONELINK, INC.




TABLE OF CONTENTS

|         |  |                                                                                                                 |  |      |    | 
|-------- |  | --------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|         |  |                                                                                                                 |  | Page |   
|         |  |                                                                                                                 |  |      |   
|PART I   |  |                                                                                                                 |  |      | 1  | 
|Item 1.  |  | Description of Business                                                                                         |  |      | 1  | 
|Item 2.  |  | Description of Property                                                                                         |  |      | 2  | 
|Item 3.  |  | Legal Proceedings                                                                                               |  |      | 2  | 
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                             |  |      | 2  | 
|PART II  |  |                                                                                                                 |  |      | 2  | 
|Item 5.  |  | Market for Common Equity and Related Stockholder Matters                                                        |  |      | 2  | 
|Item 6.  |  | Managements Discussion and Analysis                                                                            |  |      | 3  | 
|Item 7.  |  | Financial Statements                                                                                            |  |      | 6  | 
|Item 8.  |  | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure                            |  |      | 16 | 
|PART III |  |                                                                                                                 |  |      | 17 | 
|Item 9.  |  | Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act |  |      | 17 | 
|Item 10. |  | Executive and Director Compensation                                                                             |  |      | 17 | 
|Item 11. |  | Security Ownership of Certain Beneficial Owners and Management                                                  |  |      | 19 | 
|Item 12. |  | Certain Relationships and Related Transactions                                                                  |  |      | 20 | 
|Item 13. |  | Exhibits and Reports on Form 8-K                                                                                |  |      | 20 | 
|Item 14. |  | Controls and Procedures                                                                                         |  |      | 21 | 





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All statements, other than statements of historical fact, included in this
Form 10-KSB, including without limitation the statements under Managements
Discussion and Analysis or Plan of Operations and Description of Business
are, or may be deemed to be, forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements involve
assumptions, known and unknown risks, uncertainties, and other factors which
may cause the actual results, performance or achievements of OneLink, Inc.,
(the Company) to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements
contained in this Form 10-KSB. Such potential risks and uncertainties include,
without limitation, our ability to maintain compliance with SEC disclosure
requirements, our ability to locate a privately held company seeking to merge
with the Company and other risk factors detailed herein and in other of the
Companys filings with the Securities and Exchange Commission. The
forward-looking statements are made as of the date of this Form 10-KSB and the
Company assumes no obligation to update the forward-looking statements or to
update the reasons actual results could differ from those projected in such
forward-looking statements. Therefore, readers are cautioned not to place
undue reliance on these forward-looking statements.




PART I




Item 1. Description of Business

General

OneLink, Inc. (the Company or OneLink) was incorporated in Minnesota
in June 1990. Prior to July 1, 2002, OneLink provided telecommunications-based
business-intelligence services via the Internet. The Companys services
enabled the production of business-intelligence reports based on caller data of
business customers available from telecommunications companies. The reports
included summaries and detail of the data about the location of the businesses
incoming callers, frequency of calls, number of unanswered calls, busy calls,
and similar information. Incumbent Local Exchange Carriers (referred to in the
industry as ILECs) provided the data the Company used to generate the
business-intelligence reports. The Company sold its service directly to ILECs,
primarily targeting the Regional Bell Operating Companies, and the ILECs in
turn marketed and sold the Companys services under their own private branding
to their own business customers (which the Company refers to as end-user
customers), especially small to medium-sized businesses depending on incoming
telephone calls to generate revenue (e.g., businesses that rely on
reservations, appointments, service calls, etc.).

Sale of Assets

On April 24, 2002, the Company announced that its ability to generate cash
flow was severely impacted by the downturn in the telecommunications market.
The severe downturn greatly delayed the deployment of the Companys products by
Regional Bell Operating Companies. On June 3, 2002, the Company announced that
a letter of intent was signed with CallVision, Inc. (CallVision) pursuant to
which CallVision agreed in principle to purchase substantially all of the
Companys assets. The Company entered into an asset purchase agreement with
CallVision, Inc. on June 28, 2002, and ceased operations as of July 1, 2002.
On December 6, 2002, the Companys shareholders approved the asset sale and on
December 11, 2002, the Company closed on its sale of substantially all of its
assets to CallVision.

Pursuant to the asset purchase agreement with CallVision, the Company sold
substantially all its assets in exchange for cash payments totaling $214,300.
Upon the execution and delivery of the asset purchase agreement, CallVision
paid the Company $100,000 in cash, plus an additional $14,300 in cash for the
Companys June 2002 office rent and T-1 bandwidth. At the closing of the asset
sale, CallVision paid the Company $100,000 in cash. The Company will also
receive an amount equal to 15% of revenue generated from certain sales of
current or future versions of the Companys TeleSmart and TeleMetrics products
during the period from closing through December 31, 2003. The proceeds
received from the sale of the Companys assets were not sufficient to allow the
Company to make any distributions to the Companys shareholders. During the
year ended December 31, 2002, the Company recorded a loss of approximately
$337,000 related to a long-term prepaid expense, and property and equipment
sold to CallVision in connection with the asset sale to CallVision.





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The Company believes that the asset sale enables the Company to seek a
business combination or other transaction which will provide a more attractive
opportunity than the Companys former telecommunications-based
business-intelligence services business. The Company hopes to utilize its
remaining capital structure to attract a business opportunity that will
maximize potential value to shareholders. However, current market and economic
conditions may reduce the number of privately held companies seeking access to
the public markets. These factors and conditions are beyond our control, and
may make it difficult or impossible to identify and/or consummate a merger with
a privately held company seeking access to the public markets.

As a result of the asset sale, the Company currently has no operating
business and no employees.




Item 2. Description of Property

Through June 30, 2002, the Company leased approximately 8,228 square feet
of commercial office and warehouse space for $8,228 per month plus operating
expenses and utilities at 10340 Viking Drive, Suite 150, Eden Prairie,
Minnesota 55344. As of July 1, 2002, the Company terminated this lease. The
Company currently uses 800 Nicollet Mall, Suite 2690, Minneapolis, MN 55402 as
its administrative headquarters. Wyncrest Capital, Inc. is currently providing
this limited space to the Company at no charge. The Company anticipates using
this space through 2003.




Item 3. Legal Proceedings

The Company is not a party to any material legal proceedings.




Item 4. Submission of Matters to a Vote of Security Holders

Pursuant to an Asset Purchase Agreement dated as of June 28, 2002 (the
Asset Purchase Agreement) by and between the Company and CallVision,
CallVision agreed to purchase substantially all of the operating assets of the
Company.

On November 13, 2002, the Company first mailed to the Companys
shareholders the Notice of Special Meeting and Information Statement filed with
the Securities and Exchange Commission on the same date. The Notice of Special
Meeting and Information Statement notified the Companys shareholders of a
special meeting to be held on November 22, 2002 at which the shareholders were
asked to approve the Companys sale of substantially all of its assets on the
terms and conditions contained in the Asset Purchase Agreement.

At the special meeting held on November 22, 2002, there was not a
sufficient number of shares represented in person or by proxy in order to
constitute a quorum for the transaction of business. Accordingly, the special
meeting was adjourned until December 2, 2002 pursuant to the Companys bylaws.
At the reconvened meeting held on December 2, 2002, there was not a sufficient
number of shares represented in person or by proxy in order to constitute a
quorum for the transaction of business. Accordingly, the special meeting was
adjourned until December 6, 2002 pursuant to the Companys bylaws. At the
reconvened meeting held on December 6, 2002, the Companys shareholders
approved the asset sale. The vote count on the asset sale was 5,593,368 for,
none against and none abstaining.




PART II




Item 5. Market for Common
Equity and Related Stockholder Matters

The Companys common stock is currently traded on the pink sheets under
the symbol ONEL.PK. The following table sets forth the high and low bid
prices for our common stock as reported by the OTC Bulletin Board in 2002 and
2001. Trading in the Companys common stock in 2002 was sporadic, exemplified
by low trading volume and many days during which no trades occurred.

2



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|                              |  |      |     |  |     |   |     | 
|----------------------------- |  | ---- | --- |  | --- | - | --- | 
|Year Ending December 31, 2002
|                             
|                              |  | High |     |  | Low |  
|                              |  |      |     |  |     |  
|First Qtr                     |  | $    | .00 |  |     | $ | .00 | 
|                              |  |      |     |  |     |  
|Second Qtr                    |  |      | .01 |  |     |   | .00 | 
|                              |  |      |     |  |     |  
|Third Qtr                     |  |      | .00 |  |     |   | .00 | 
|                              |  |      |     |  |     |  
|Fourth Qtr                    |  |      | .04 |  |     |   | .00 | 
|                              |  |      |     |  |     |  

|                              |  |      |       |  |     |   |      | 
|----------------------------- |  | ---- | ----- |  | --- | - | ---- | 
|Year Ending December 31, 2001
|                             
|                              |  | High |       |  | Low |  
|                              |  |      |       |  |     |  
|First Qtr                     |  | $    | 1.156 |  |     | $ | .375 | 
|                              |  |      |       |  |     |  
|Second Qtr                    |  |      | .50   |  |     |   | .375 | 
|                              |  |      |       |  |     |  
|Third Qtr                     |  |      | .37   |  |     |   | .16  | 
|                              |  |      |       |  |     |  
|Fourth Qtr                    |  |      | .27   |  |     |   | .10  | 
|                              |  |      |       |  |     |  

The above prices reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not necessarily represent actual transactions.
The approximate number of shareholders of record of the common stock as of
March 5, 2003 was 100.

The Company has never declared or paid a cash dividend on our common stock
and does not anticipate paying any cash dividends in the foreseeable future.




Item 6. Managements Discussion and Analysis or Plan of Operations

Overview:

On December 11, 2002, pursuant to an agreement and shareholder approval,
the Company closed on the sale of substantially all of its net operating
assets. The Company recorded a loss of approximately $337,000 related to a
long-term prepaid expense, and property and equipment sold to CallVision in
connection with the asset sale with gross cash proceeds of $214,300. After the
sale, the Company has no sources of revenue as the net operating assets sold
represented substantially all of its operations. The Company believes that the
asset sale will enable the Company to seek a business combination or other
transaction which will provide a more attractive opportunity than the Companys
former telecommunications-based business-intelligence services business. The
Company hopes to utilize its remaining capital structure to attract a business
opportunity that will maximize potential value to shareholders. However,
without a source of revenues, the Companys ability to continue as a going
concern is dependent on such a business combination or other transaction
occurring.

Results of Operations:

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Revenues.The Companys revenues for the year ended December 31, 2002
were $556,000, a 66% decrease, compared to $1,640,000 for the year ended
December 31, 2001. The decrease in revenues is the result of the Company
ceasing operations on July 1, 2002, a slowdown in consulting projects related
to the development of additional systems to support its products, a decline in
the overall economy, and a lack of additional sales for the Companys TeleSmart
Data Services and TeleSmart Web.

Cost of Revenues and Gross Profit. The Companys cost of revenues for the
year ended December 31, 2002 was $390,000, compared to $1,031,000 for the year
ended December 31, 2001, a decrease of 62%. The decrease was primarily the
result of lower revenues due to the Company ceasing operations on July 1, 2002.

3



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Gross profit for the year ended December 31, 2002 was $166,000, compared
to $609,000 for the year ended December 31, 2001, a decrease of 73%. Gross
profit as a percentage of revenues was 30% in 2002 compared with 37% in 2001.

Research and Product Development Expenses. Research and product
development expenses for the year ended December 31, 2002 were $40,000,
compared to $452,000 for the year ended December 31, 2001, a decrease of 91%.
The decrease in research and product development expenses was primarily the
result of reduced headcount in 2002 as compared to 2001 and the Company ceasing
operations on July 1 ,2002.

Selling Expenses. Selling expenses for the year ended December 31, 2002
were $32,000, a 91% decrease, compared to $364,000 for the year ended December
31, 2001. Management minimized any excessive selling expenses during 2002 in
anticipation of the sale of assets to CallVision, Inc. and the decision to
cease operations. Sales personnel positions were eliminated and the use of
outside consultants was discontinued.

General and Administrative Expenses. General and administrative expenses
for the year ended December 31, 2002 were $ 781,000, compared to $1,653,000 for
the year ended December 31, 2001, a decrease of 53%. The decrease mainly
resulted from reductions in external-consulting costs due to less outsourced
work, reductions of overall expenses of the Company and was also due to the
Company ceasing operations on July 1, 2002.

Loss on Sale of TeleSmart and TeleMetrics Products.The Company recorded
a loss of $337,000 on a long-term prepaid expense and property and equipment
sold to CallVision, Inc.

Other Income and Expense. Interest income for the year ended December 31,
2002 was $0, compared to $19,000 for the same period in 2001, due to a decrease
in cash balances. Other non-interest income was $17,000 for the year ended
December 31, 2002, compared to $72,000 for the year ended December 31, 2001.
The other non-interest income in 2002 primarily related to finance charges and
a gain from the sale of miscellaneous property and equipment. During 2001,
non-interest income includes a reversal of an estimated sales tax liability of
approximately $110,000 and the recording of an additional liability of $35,000
related to software licensing.

Net Loss. The Company incurred a net loss of $1,007,000 for the year
ended December 31, 2002, compared to a net loss of $1,799,000 for the prior
year. This reduction is primarily the result of the Company ceasing operations
on July 1, 2002 and other factors noted above.

Liquidity and Capital Resources. The Company had positive working capital
of $9,000 and $106,000 at December 31, 2002 and 2001, respectively. During
2002, cash used in operations was $369,000 primarily due to a net loss of
$1,007,000, offset by depreciation and amortization of $209,000, loss on the
sale of TeleSmart and TeleMetrics products of $337,000, $146,000 due to a
decrease in accounts receivable and $102,000 due to a decrease in prepaid
expenses and deposits. Cash provided by investing activities was $225,000,
primarily related to the sale of miscellaneous property and equipment and the
sale of TeleSmart and TeleMetrics products.

During 2001, cash used in operations was $1,039,000 primarily resulting
from a net loss of $1,799,000, reduced by depreciation and amortization of
$581,000. Cash used in 2001 for investing activities was $82,000 for the
purchase of property and equipment. Financing activities provided cash of
$615,000, net of issuance costs, from a private placement of the Companys
Series A Convertible Preferred Stock.

On July 1, 2002 the Company ceased business operations. Accordingly, the
Company engaged in no business operations during the six months ended December
31, 2002, and does not expect to resume business operations (of any character)
in the near future. Because the Company does not anticipate engaging in any
business operations, the Company does not expect to have any income from
operations in the near future.

On June 28, 2002, the Company entered into an asset purchase agreement
with CallVision, Inc., a Washington corporation, pursuant to which the Company
agreed to sell substantially all of its assets to CallVision. On December 6,
2002, the Companys shareholders approved the asset sale and on December 11,
2002, the Company closed on its sale of substantially all of its assets to
CallVision. The Company has ceased conducting business operations and has
transferred physical possession of its operating assets to CallVision.

4



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To date, The Company has not generated revenues sufficient to break even,
and has supported business operations through a combination of borrowings and
equity sales. Important factors in the board of directors determination to
enter into the asset sale with CallVision, Inc. included but were not limited
to the following:



| |  |  | the Companys inability to continue funding existing
operations with its current cash flow                                                                                                                         
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the Companys inability to obtain additional equity or
debt financing                                                                                                                                              
|
| |  |  | the Companys financial projections, which indicated that
it could not increase revenues quickly enough to achieve positive
cash flow prior to exhausting its working capital                                      
|
| |  |  | the slowdown in the telecommunications industry resulting
from the general economic recession, and the concomitant
significant reduction in spending on advertising, marketing and
promotion by telephone companies
|
| |  |  | after seeking strategic partners and/or potential purchasers for the
Companys assets, it was unable to find a superior alternative to
the sale of assets to CallVision                                            

The Company does not have enough capital to fund its current operations
for the next twelve months.

New Accounting Pronouncements

In April 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections, effective for fiscal years beginning after May 15, 2002. The
Company believes the adoption of SFAS No. 145 will not have a material effect
on the Companys financial position or results of operations.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. SFAS No. 146 requires the
recognition of a liability for a cost associated with an exit or disposal
activity when the liability is incurred versus the date the Company commits to
an exit plan. In addition, SFAS No. 146 states the liability should be
initially measured at fair value. The requirements of SFAS No. 146 are
effective for exit or disposal activities that are initiated after December 31,
2002. The Company believes the adoption of SFAS No. 146 will not have a
material effect on the Companys financial position or results of operations.

In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain
Financial Institutions. SFAS No. 147 is effective October 1, 2002. The
adoption of SFAS No. 147 did not have a material effect on the Companys
financial position or results of operations.

In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure. SFAS No. 148 is an
amendment to SFAS No. 123 providing alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation and also provides additional disclosures about the method
of accounting for stock-based employee compensation. Amendments are effective
for financial statements for fiscal years ending after December 15, 2002 and
for the interim periods beginning after December 15, 2002. The Company adopted
the annual disclosure provision of SFAS No. 148 in 2002. The Company has
currently chosen to not adopt the voluntary change to the fair value based
method of accounting for stock-based employee compensation, pursuant to SFAS
No. 148, which, if adopted, could have a material effect on the Companys
financial position and results of operations.

Critical Accounting Estimates

Critical accounting policies are those (i) having the most impact on the
reporting of our financial condition and results, and (ii) requiring
significant judgments and estimates. Due to the cessation of operations, the
Company does not believe it has any critical policies or procedures.

5



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Item 7. Financial Statements




INDEPENDENT AUDITORS REPORT

To Shareholders and Board of Directors of
OneLink, Inc.

We have audited the accompanying balance sheets of OneLink, Inc. as of December
31, 2002 and 2001, and the related statements of operations, shareholders
equity and cash flows for the years then ended. These financial statements are
the responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about 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
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of OneLink, Inc. as of December
31, 2002 and 2001, and the results of its operations and its cash flows for the
years then ended, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company had net losses for the years ended December
31, 2002 and 2001 and had an accumulated deficit at December 31, 2002. These
conditions raise substantial doubt about its ability to continue as a going
concern. Managements plans regarding those matters also are described in Note
1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

|                                  
|----------------------------------
|/s/ VIRCHOW, KRAUSE & COMPANY, LLP

Minneapolis, Minnesota
February 27, 2003

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OneLink, Inc.
Balance Sheets

|                                     |                                                                        |                                |                                                |                                             |   |              |           |             |      |        |           | 
|------------------------------------ | ---------------------------------------------------------------------- | ------------------------------ | ---------------------------------------------- | ------------------------------------------- | - | ------------ | --------- | ----------- | ---- | ------ | --------- | 
|                                     |                                                                        |                                |                                                |                                             |   | December 31, |          
|                                     |                                                                        |                                |                                                |                                             |   |              |          
|                                     |                                                                        |                                |                                                |                                             |   | 2002         |           |             | 2001 |       
|                                     |                                                                        |                                |                                                |                                             |   |              |           |             |      |       
|ASSETS                               |                                                                        |                                |                                                |                                             |   |              |           |            
|CURRENT ASSETS:                      |                                                                        |                                |                                                |                                             |   |              |           |            
|                                     | Cash and cash equivalents                                              |                                | $                                              | 3,346                                       |   |              | $         | 147,768     |     
|                                     | Trade accounts receivable                                              |                                |                                                |                                            |   |              |           | 145,761     |     
|                                     | Prepaid expenses                                                       |                                |                                                | 60,527                                      |   |              |           | 65,207      |     
|                                     |                                                                        |                                |                                                |                                             |   |             
|                                     |                                                                        |                                |                                                | Total current assets:                       |   |              | 63,873    |             |      |        | 358,736   | 
|                                     |                                                                        |                                |                                                |                                             |   |             
|PROPERTY AND EQUIPMENT:              |                                                                        |                                |                                                |                                             |   |              |           |            
|                                     | Furniture and equipment                                                |                                |                                                |                                            |   |              |           | 513,793     |     
|                                     | TeleSmart equipment                                                    |                                |                                                |                                            |   |              |           | 997,171     |     
|                                     | Product equipment                                                      |                                |                                                |                                            |   |              |           | 214,505     |     
|                                     | Web-based software                                                     |                                |                                                |                                            |   |              |           | 745,940     |     
|                                     |                                                                        |                                |                                                |                                             |   |             
|                                     |                                                                        |                                |                                                |                                             |   |              | 2,471,409 |            
|                                     | Accumulated depreciation and amortization                              |                                |                                                |                                            |   |              |           | (2,089,050  | )   
|                                     |                                                                        |                                |                                                |                                             |   |             
|                                     |                                                                        |                                |                                                | Total property and equipment, net:          |   |              |          |             |      |        | 382,359   | 
|                                     |                                                                        |                                |                                                |                                             |   |             
|OTHER ASSETS:                        |                                                                        |                                |                                                |                                             |   |              |           |            
|                                     | Long-term prepaid expense                                              |                                |                                                |                                            |   |              |           | 516,509     |     
|                                     | Deposits                                                               |                                |                                                |                                            |   |              |           | 11,465      |     
|                                     |                                                                        |                                |                                                |                                             |   |             
|                                     |                                                                        |                                |                                                | Total Assets:                               |   | $            | 63,873    |             |      | $      | 1,269,069 | 
|                                     |                                                                        |                                |                                                |                                             |   |             
|LIABILITIES AND SHAREHOLDERS EQUITY |                                                                        |                                |                                                |                                             |   |              |           |            
|CURRENT LIABILITIES:                 |                                                                        |                                |                                                |                                             |   |              |           |            
|                                     | Accounts payable                                                       |                                | $                                              | 7,887                                       |   |              | $         | 54,305      |     
|                                     | Accrued payroll and related taxes                                      |                                |                                                |                                            |   |              |           | 33,212      |     
|                                     | Accrued expenses                                                       |                                |                                                | 46,538                                      |   |              |           | 62,110      |     
|                                     | Deferred revenue                                                       |                                |                                                |                                            |   |              |           | 103,356     |     
|                                     |                                                                        |                                |                                                |                                             |   |             
|                                     |                                                                        |                                |                                                | Total current liabilities:                  |   |              | 54,425    |             |      |        | 252,983   | 
|                                     |                                                                        |                                |                                                |                                             |   |             
|SHAREHOLDERS EQUITY:                |                                                                        |                                |                                                |                                             |   |              |           |            
|                                     | Capital stock, par value $.01 per share, 50,000,000 shares
authorized: |                                |                                                |                                             |   |              |           |             |     
|                                     | Series A Convertible Preferred Stock, par value $.01 per share:        |                                |                                                |                                             |   |              |           |             |     
|                                     |                                                                        | Authorized shares1,400,000    |                                                |                                             |   |              |           |             |      |       
|                                     |                                                                        | Issued and outstanding shares: |                                                |                                             |   |              |           |             |      |       
|                                     |                                                                        |                                | 1,320,000 shares at December 31, 2002 and 2001 |                                             |   | 13,200       |           |             |      | 13,200 |          
|                                     |                                                                        |                                | ($660,000 liquidation preference)              |                                             |   |              |           |             |      |        |          
|                                     | Common stock, par value $.01 per share:                                |                                |                                                |                                             |   |              |           |             |     
|                                     |                                                                        | Authorized shares40,000,000   |                                                |                                             |   |              |           |             |      |       
|                                     |                                                                        | Issued and outstanding shares: |                                                |                                             |   |              |           |             |      |       
|                                     |                                                                        |                                | 9,861,254 shares at December 31, 2002 and 2001 |                                             |   | 98,612       |           |             |      | 98,612 |          
|                                     | Additional paid-in capital                                             |                                |                                                | 16,116,976                                  |   |              |           | 16,116,976  |     
|                                     | Stock-subscription receivable                                          |                                |                                                | (223,922                                    | ) |              |           | (223,922    | )   
|                                     | Accumulated deficit                                                    |                                |                                                | (15,995,418                                 | ) |              |           | (14,988,780 | )   
|                                     |                                                                        |                                |                                                |                                             |   |             
|                                     |                                                                        |                                |                                                | Total shareholders equity:                 |   |              | 9,448     |             |      |        | 1,016,086 | 
|                                     |                                                                        |                                |                                                |                                             |   |             
|                                     |                                                                        |                                |                                                | Total liabilities and shareholders equity: |   | $            | 63,873    |             |      | $      | 1,269,069 | 
|                                     |                                                                        |                                |                                                |                                             |   |             

See accompanying notes to financial statements.

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OneLink, Inc.
Statements of Operations

|                                               |                                                                 |                           |            |                          |            |   |            |           |            |  
|---------------------------------------------- | --------------------------------------------------------------- | ------------------------- | ---------- | ------------------------ | ---------- | - | ---------- | --------- | ---------- | -
|                                               |                                                                 |                           |            | Years ended December 31, |           
|                                               |                                                                 |                           |            |                          |           
|                                               |                                                                 |                           |            | 2002                     |            |   | 2001       |          
|                                               |                                                                 |                           |            |                          |            |   |            |          
|Revenues                                       |                                                                 | $                         | 556,311    |                          |            | $ | 1,639,929  |          
|Cost of revenues                               |                                                                 |                           | 390,479    |                          |            |   | 1,030,835  |          
|                                               |                                                                 |                           |            |                          |            |  
|                                               |                                                                 | Gross profit              |            |                          | 165,832    |   |            |           | 609,094    |  
|                                               |                                                                 |                           |            |                          |            |  
|OPERATING EXPENSES:                            |                                                                 |                           |            |                          |            |   |            |          
|                                               | Selling                                                         |                           |            | 32,285                   |            |   |            | 363,790   |           
|                                               | Research and product development                                |                           |            | 40,470                   |            |   |            | 451,944   |           
|                                               | General and administrative                                      |                           |            | 780,589                  |            |   |            | 1,653,166 |           
|                                               | Restructuring expenses                                          |                           |            |                         |            |   |            | 29,906    |           
|                                               | Impairment charge related to TeleSmart and TeleMetrics products |                           |            | 336,507                  |            |   |            |          |           
|                                               |                                                                 |                           |            |                          |            |  
|                                               |                                                                 | Total Operating Expenses: |            |                          | 1,189,851  |   |            |           | 2,498,806  |  
|                                               |                                                                 |                           |            |                          |            |  
|Operating loss                                 |                                                                 |                           | (1,024,019 | )                        |            |   | (1,889,712 | )        
|                                               |                                                                 |                           |           
|OTHER INCOME (EXPENSE):                        |                                                                 |                           |            |                          |            |   |            |          
|                                               | Interest income                                                 |                           |            | 458                      |            |   |            | 18,940    |           
|                                               | Other income (expense)                                          |                           |            | 16,923                   |            |   |            | 71,796    |           
|                                               |                                                                 |                           |            |                          |            |  
|                                               |                                                                 | Net Loss:                 |            | $                        | (1,006,638 | ) |            | $         | (1,798,976 | )
|                                               |                                                                 |                           |            |                          |            |  
|NET LOSS PER COMMON SHARE:                     |                                                                 |                           |            |                          |            |   |            |          
|                                               | Basic and diluted                                               |                           | $          | (.10                     | )          |   | $          | (.18      | )         
|                                               |                                                                 |                           |           
|WEIGHTED-AVERAGE NUMBER OF SHARES OUTSTANDING: |                                                                 |                           |            |                          |            |   |            |          
|                                               | Basic and diluted                                               |                           |            | 9,861,254                |            |   |            | 9,861,254 |           

See accompanying notes to financial statements.

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OneLink, Inc.
Statements of Shareholders Equity

|                             |                                                                                  |  |                      |           |  |              |        |        |         |  |           |              |  |            |             |   |       |               |            |         |         |   |          |        |  |   |             |            |   |   |           |            |  
|---------------------------- | -------------------------------------------------------------------------------- |  | -------------------- | --------- |  | ------------ | ------ | ------ | ------- |  | --------- | ------------ |  | ---------- | ----------- | - | ----- | ------------- | ---------- | ------- | ------- | - | -------- | ------ |  | - | ----------- | ---------- | - | - | --------- | ---------- | -
|                             |                                                                                  |  | Series A Convertible |           |  |              |        |        |         |  |           |              |  | Additional |             |   | Stock |               |            |         |         |   |          | Total  | 
|                             |                                                                                  |  | Preferred Stock      |           |  | Common Stock |        |        | Paid-In |  |           | Subscription |  |            | Accumulated |   |       | Shareholders' |           
|                             |                                                                                  |  | Shares               |           |  | Amount       |        |        | Shares  |  |           | Amount       |  |            | Capital     |   |       | Receivable    |            |         | Deficit |   |          | Equity | 
|                             |                                                                                  |  |                      |           |  |              |        |        |         |  |           |              |  |            |             |   |       |               |            |         |         |   |          |        | 
|Balance at December 31, 2000 |                                                                                  |  |                     |           |  | $            |       |        |         |  | 9,861,254 |              |  | $          | 98,612      |   |       | $             | 15,515,043 |         |         | $ | (223,922 | )      |  | $ | (13,189,804 | )          |   | $ | 2,199,929 |           
|                             | Private placement of
Series A convertible
preferred stock, net of
issuance costs |  |                      | 1,320,000 |  |              |        | 13,200 |         |  |           |             |  |            |             |  |       |               |            | 601,933 |         |   |          |       |  |   |             |           |   |   |           | 615,133    |  
|                             | Net loss                                                                         |  |                      |          |  |              |        |       |         |  |           |             |  |            |             |  |       |               |            |        |         |   |          |       |  |   |             | (1,798,976 | ) |   |           | (1,798,976 | )
|                             |                                                                                  |  |                      |           |  |              |        |        |         |  |           |              |  |            |             |   |       |               |            |         |         |   |          |       
|Balance at December 31, 2001 |                                                                                  |  | 1,320,000            |           |  |              | 13,200 |        |         |  | 9,861,254 |              |  |            | 98,612      |   |       |               | 16,116,976 |         |         |   | (223,922 | )      |  |   | (14,988,780 | )          |   |   | 1,016,086 |           
|                             | Net loss                                                                         |  |                      |          |  |              |        |       |         |  |           |             |  |            |             |  |       |               |            |        |         |   |          |       |  |   |             | (1,006,638 | ) |   |           | (1,006,638 | )
|                             |                                                                                  |  |                      |           |  |              |        |        |         |  |           |              |  |            |             |   |       |               |            |         |         |   |          |       
|Balance at December 31, 2002 |                                                                                  |  | 1,320,000            |           |  | $            | 13,200 |        |         |  | 9,861,254 |              |  | $          | 98,612      |   |       | $             | 16,116,976 |         |         | $ | (223,922 | )      |  | $ | (15,995,418 | )          |   | $ | 9,448     |           
|                             |                                                                                  |  |                      |           |  |              |        |        |         |  |           |              |  |            |             |   |       |               |            |         |         |   |          |       

See accompanying notes to financial statements.

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OneLink, Inc.
Statements of Cash Flows

|                                                                                               |                                                       |                                                                  |                                                      |         |                          |          |            |         |          |            |  
|---------------------------------------------------------------------------------------------- | ----------------------------------------------------- | ---------------------------------------------------------------- | ---------------------------------------------------- | ------- | ------------------------ | -------- | ---------- | ------- | -------- | ---------- | -
|                                                                                               |                                                       |                                                                  |                                                      |         | Years ended December 31, |         
|                                                                                               |                                                       |                                                                  |                                                      |         |                          |         
|                                                                                               |                                                       |                                                                  |                                                      |         | 2002                     |          |            | 2001    |         
|                                                                                               |                                                       |                                                                  |                                                      |         |                          |          |            |         |         
|Operating activities                                                                           |                                                       |                                                                  |                                                      |         |                          |          |            |        
|Net loss                                                                                       |                                                       | $                                                                | (1,006,638                                           | )       |                          | $        | (1,798,976 | )      
|Adjustments to reconcile net loss to net cash used in operating
activities:                    |                                                       |                                                                  |                                                      |         |                          |          |            |        
|                                                                                               | Depreciation and amortization                         |                                                                  |                                                      | 208,537 |                          |          |            | 580,530 |         
|                                                                                               | Net (gain) loss on disposal of property and equipment |                                                                  |                                                      | (6,770  | )                        |          |            | 3,265   |         
|                                                                                               | Loss on sale of TeleSmart and TeleMetrics products    |                                                                  |                                                      | 336,507 |                          |          |            |        |         
|                                                                                               | Changes in operating assets and liabilities:          |                                                                  |                                                      |         |                          |          |            |         |         
|                                                                                               |                                                       | Trade accounts receivable                                        |                                                      |         | 145,761                  |          |            |         | 158,720  |           
|                                                                                               |                                                       | Prepaid expenses and deposits                                    |                                                      |         | 102,231                  |          |            |         | 211,364  |           
|                                                                                               |                                                       | Accounts payable, payroll and related taxes and
accrued expenses |                                                      |         | (95,202                  | )        |            |         | (271,785 | )         
|                                                                                               |                                                       | Deferred revenue                                                 |                                                      |         | (53,916                  | )        |            |         | 78,356   |           
|                                                                                               |                                                       |                                                                  |                                                      |         |                          |         
|                                                                                               |                                                       |                                                                  | Net cash used in operating activities:               |         |                          | (369,490 | )          |         |          | (1,038,526 | )
|                                                                                               |                                                       |                                                                  |                                                      |         |                          |         
|Investing activities                                                                           |                                                       |                                                                  |                                                      |         |                          |          |            |        
|Purchases of property and equipment                                                            |                                                       |                                                                  |                                                     |         |                          |          | (83,954    | )      
|Proceeds from the sale of property and equipment                                               |                                                       |                                                                  | 225,068                                              |         |                          |          | 1,513      |        
|                                                                                               |                                                       |                                                                  |                                                      |         |                          |         
|                                                                                               |                                                       |                                                                  | Net cash provided by (used in) investing activities: |         |                          | 225,068  |            |         |          | (82,441    | )
|                                                                                               |                                                       |                                                                  |                                                      |         |                          |         
|Financing activities                                                                           |                                                       |                                                                  |                                                      |         |                          |          |            |        
|Proceeds from private placement of Series A Convertible
Preferred Stock, net of issuance costs |                                                       |                                                                  |                                                     |         |                          |          | 615,133    |        
|                                                                                               |                                                       |                                                                  |                                                      |         |                          |         
|                                                                                               |                                                       |                                                                  | Net cash provided by financing activities:           |         |                          |         |            |         |          | 615,133    |  
|                                                                                               |                                                       |                                                                  |                                                      |         |                          |         
|Decrease in cash and cash equivalents                                                          |                                                       |                                                                  | (144,422                                             | )       |                          |          | (505,834   | )      
|Cash and cash equivalents at beginning of year                                                 |                                                       |                                                                  | 147,768                                              |         |                          |          | 653,602    |        
|                                                                                               |                                                       |                                                                  |                                                      |         |                          |         
|                                                                                               |                                                       |                                                                  | Cash and cash equivalents at end of year:            |         | $                        | 3,346    |            |         | $        | 147,768    |  
|                                                                                               |                                                       |                                                                  |                                                      |         |                          |         

See accompanying notes to financial statements.

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OneLink, Inc.
Notes to Financial Statements

1. Description of Business

OneLink, Inc. (the Company or OneLink) was incorporated in Minnesota
in June 1990. Prior to July 1, 2002, OneLink provided telecommunications-based
business-intelligence services via the Internet. The Companys services
enabled the production of business-intelligence reports based on caller data of
business customers available from telecommunications companies. The reports
included summaries and detail of the data about the location of the businesses
incoming callers, frequency of calls, number of unanswered calls, busy calls,
and similar information. Incumbent Local Exchange Carriers (referred to in the
industry as ILECs) provided the data the Company used to generate the
business-intelligence reports. The Company sold its service directly to ILECs,
primarily targeting the Regional Bell Operating Companies, and the ILECs in
turn marketed and sold the Companys services under their own private branding
to their own business customers (which the Company refers to as end-user
customers), especially small to medium-sized businesses depending on incoming
telephone calls to generate revenue (e.g., businesses that rely on
reservations, appointments, service calls, etc.).

On April 24, 2002, the Company announced that its ability to generate cash
flow was severely impacted by the downturn in the telecommunications market.
The severe downturn greatly delayed the deployment of the Companys products by
Regional Bell Operating Companies. On June 3, 2002, the Company announced that
a letter of intent was signed with CallVision, Inc. (CallVision) pursuant to
which CallVision agreed in principle to purchase substantially all of the
Companys assets. The Company entered into an asset purchase agreement with
CallVision, Inc. on June 28, 2002, and ceased operations as of July 1, 2002.
On December 6, 2002, the Companys shareholders approved the asset sale and
December 11, 2002, the Company closed on its sale of substantially all of its
assets to CallVision.

Pursuant to the asset purchase agreement with CallVision, the Company sold
substantially all its assets in exchange for cash payments of $214,300. Upon
the execution and delivery of the asset purchase agreement, CallVision paid the
Company $100,000 in cash, plus an additional $14,300 in cash for the Companys
June 2002 office rent and T-1 bandwidth. At the closing of the asset sale,
CallVision paid the Company $100,000 in cash. The Company will also receive an
amount equal to 15% of revenue generated from certain sales of current or
future versions of the Companys TeleSmart and TeleMetrics products during the
period from closing through December 31, 2003. The proceeds received from the
sale of the Companys assets were not sufficient to allow the Company to make
any distributions to the Companys shareholders. During the year ended
December 31, 2002, the Company recorded a loss of approximately $337,000
related to a long-term prepaid expense, and property and equipment sold to
CallVision in connection with the asset sale to CallVision.

The Company believes that the asset sale enables the Company to seek a
business combination or other transaction with an opportunity that will be more
attractive than the Companys former telecommunications-based
business-intelligence services business. The Company hopes to utilize its
remaining capital structure to attract a business opportunity that will
maximize potential value to shareholders. However, current market and economic
conditions may reduce the number of privately held companies seeking access to
the public markets. These factors and conditions are beyond our control, and
may make it difficult or impossible to identify and/or consummate a merger with
a privately held company seeking access to the public markets. If additional
financing is not available, the Company may be forced to discontinue its
business, and investments in the Companys securities may be lost.

The accompanying financial statements have been prepared on the basis that
the Company will continue as a going concern. The Company had net losses for
the years ended December 31, 2002 and 2001 and had an accumulated deficit at
December 31, 2002. Upon the closing of the asset sale, the Company did not
have any material assets and did not have sufficient funds to pay ongoing
operating expenses. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.

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2. Summary of Accounting Policies

Revenue Recognition.Revenue for services is recognized at the end of
each month in which services are provided. Revenue for product sales is
recorded upon shipment. Revenue on certain contracts may require revenue
recognition under contract accounting rules, whereby revenue is recognized on a
percentage-of-completion basis. Billings in excess of costs and estimated
earnings are included in deferred revenue. The Company ensures that the
transactions comply with the seven conditions and six considerations contained
in Accounting and Auditing Enforcement Release No. 108 of the SEC. In November
1999, the SEC issued Staff Accounting Bulletin (SAB) No. 101, Revenue
Recognition. SAB No. 101, as amended, sets forth the SEC staffs position
regarding the point at which it is appropriate for a registrant to recognize
revenue. The staff believes that revenue is realizable and earned when all of
the following criteria are met: persuasive evidence of an arrangement exists,
delivery has occurred or service has been rendered, the sellers price to the
buyer is fixed or determinable, and collectibility is reasonably assured. The
Company uses the above criteria to determine whether revenue can be recognized,
and therefore, believes that the issuance of this bulletin did not have a
material impact on these financial statements.

The Company extends unsecured credit to customers in the normal course of
business.

Use of Estimates.The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions affecting the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from the estimates.

Stock-Based Compensation. The Company follows Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25"), and
related interpretations in accounting for its stock options. Under APB 25,
when the exercise price of stock options equals or exceeds the market price of
the underlying stock on the date of grant, no compensation expense is
recognized.

The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (SFAS No. 123). Accordingly, the Company has made pro forma
disclosures of what net loss and net loss per share would have been had the
provisions of SFAS No. 123 been applied to the Companys stock options.

The pro forma disclosure of the effect of SFAS No. 123 on net loss and net
loss per share for the years ended December 31, 2002 and 2001 is presented
below. There were no stock options granted in 2002. The fair value of these
stock option grants was estimated at the date of grant using a Black-Scholes
pricing model with the following weighted-average assumptions for 2001:
risk-free interest rate of 5%, volatility of 151%, and a maximum option life of
ten years. Calculations of fair value assume no dividends will be paid on the
Companys common stock.

|                                                       |  |      |            |   |      |   |            |  
|------------------------------------------------------ |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                       |  | 2002 |            |   | 2001 |  
|                                                       |  |      |            |   |      |  
|Pro formanet loss                                      |  | $    | (1,006,638 | ) |      | $ | (2,097,701 | )
|Pro formanet loss per common share  basic and diluted |  | $    | (.10       | ) |      | $ | (.21       | )
|Pro formaStock-based compensation cost                 |  | $    |           |   |      | $ | 298,725    |  

Cash Equivalents. The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents.
The Company deposits its cash in a high quality financial institution. The
balances, at times, may exceed federally insured limits.

Property and Equipment. Property and equipment is stated at cost.
Depreciation of an asset is recognized on the straight-line basis over the
assets estimated useful life ranging from one to seven years. Leasehold
improvements are amortized using the straight-line method over the shorter of
the lease term or the estimated useful life. Maintenance, repairs and minor
renewals are expensed when incurred. Depreciation and amortization expense on
property and equipment was $208,537 and $580,530 for the years ended December
31, 2002 and 2001, respectively.

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The Company has adopted Statement of Position 98-1 ("SOP 98-1"),
Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use".SOP 98-1 requires the capitalization of direct costs incurred
in connection with developing or obtaining software for internal use, including
external direct costs of materials and services and payroll and payroll-related
costs for employees who are directly associated with and devote time to an
internal-use software-development project. During 2002 and 2001, no
software-development costs were capitalized.

Long-term prepaid expense. The long-term prepaid expense was being
amortized using the straight-line method over five years. As of December 31,
2002, the carrying value of the long-term prepaid expense was reviewed and
determined to be impaired. The Company included in the impairment loss of
$336,507, the impairment related to the long-term prepaid expense.

Income Taxes. The Company accounts for income taxes using the liability
method. Deferred tax assets and liabilities are recognized for the expected
future tax consequences attributable to the temporary differences between the
financial and income tax reporting bases of assets and liabilities.

Net Loss Per Share. Basic and diluted loss per share is computed by
dividing net loss by the weighted-average number of common shares outstanding
for the reporting period. Dilutive common-equivalent shares have not been
included in the computation of diluted loss per share because their inclusion
would be antidilutive. Antidilutive common equivalent shares issuable based on
future exercise of stock options or warrants could potentially dilute basic
loss per share in subsequent years. All options and warrants outstanding
during the years ended December 31, 2002 and 2001 were anti dilutive (see Note
5).

Fair Value of Financial Instruments. The carrying amounts for all
financial instruments approximate fair value. The carrying amounts for cash
and cash equivalents, accounts receivable, accounts payable and accrued
expenses approximate fair value because of the short maturity of these
instruments.

Recent Accounting Pronouncements. In April 2002, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards
(SFAS) No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections, effective for fiscal years
beginning after May 15, 2002. The Company believes the adoption of SFAS No.
145 will not have a material effect on the Companys financial position or
results of operations.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. SFAS No. 146 requires the
recognition of a liability for a cost associated with an exit or disposal
activity when the liability is incurred versus the date the Company commits to
an exit plan. In addition, SFAS No. 146 states the liability should be
initially measured at fair value. The requirements of SFAS No. 146 are
effective for exit or disposal activities that are initiated after December 31,
2002. The Company believes the adoption of SFAS No. 146 will not have a
material effect on the Companys financial position or results of operations.

In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain
Financial Institutions. SFAS No. 147 is effective October 1, 2002. The
adoption of SFAS No. 147 did not have a material effect on the Companys
financial position or results of operations.

In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure. SFAS No. 148 is an
amendment to SFAS No. 123 providing alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation and also provides additional disclosures about the method
of accounting for stock-based employee compensation. Amendments are effective
for financial statements for fiscal years ending after December 15, 2002 and
for the interim periods beginning after December 15, 2002. The Company adopted
the annual disclosure provision of SFAS No. 148 in 2002. The Company has
currently chosen to not adopt the voluntary change to the fair value based
method of accounting for stock-based employee compensation, pursuant to SFAS
No. 148, which, if adopted, could have a material effect on the Companys
financial position and results of operations.

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3. Contingent Shareholder Notes Payable

In January 1994, the Company acquired 219,364 shares of common stock from
two shareholders for $2.18 per share by issuing promissory notes totaling
$478,212 which bear interest at 6%. These shares have been canceled and
retired. Under the terms of the notes, payments shall be made when, and only
if, the Company receives payments for the exercise of options under its stock
option plan until the notes are paid in full. The Company is required to use
100% of any cash proceeds resulting from the exercise of options under the
Stock Option Plan to pay down these obligations until the notes are satisfied.
Management cannot currently determine if additional options will be exercised,
thereby requiring payments on the notes. Consequently, no liability has been
recorded in the financial statements. No interest payments were made on these
promissory notes in 2002 and 2001. The principal balance of the promissory
notes is $465,769 at December 31, 2002 and 2001.

4. Shareholders Equity

During December 1999, the Company sold 113,426 shares of common stock and
received a stock-subscription receivable for $226,852. The receivable is
payable when payments on the contingent shareholder notes payable are made by
the Company (see Note 3). The outstanding balance on the stock-subscription
receivable earns interest at 6%. There were no payments made in 2002. The
principal balance of the subscription receivable was $223,922 at December 31,
2002 and 2001.

During the year ended December 31, 2001, the Company sold 1,320,000 shares
of Series A Convertible Preferred Stock and received net proceeds of $615,133.
The preferred stock has voting rights identical to common stock. In the event
of liquidation, the Series A Preferred Shareholders receive a liquidation
preference of $660,000.

The holder of Series A Convertible Preferred Stock may elect to convert
all or a portion of the shares of Series A Convertible Preferred Stock held
into common stock of the Company as defined in the Series A Convertible
Preferred Stock Certificate of Designation on file with the Minnesota Secretary
of State.

5. Warrants and Stock Options

During 2002 and 2001, no warrants were issued or exercised. At December
31, 2002, the Company had 184,991 warrants outstanding with exercise prices
ranging from $0.60 to $2.94. The warrants expire serially through December
2005.

The Company established a stock option plan in 1994 to provide incentives
to employees and under which 3,000,000 shares of common stock have been
reserved for issuance. The options can be either incentive stock options or
non-statutory stock options and are valued at the fair market value of the
stock on the date of grant. The options generally vest over a period of four
years and have a life of six to ten years.

The Company established a stock option plan in 1999 to provide incentives
to directors and officers and under which 600,000 shares of common stock have
been reserved for issuance. The options can only be non-qualified stock
options and are valued at the fair market value of the common stock on the date
of grant unless otherwise determined by the plan administrator, in which case
the option may not be less than 85% of the fair market value of the common
stock on the date of grant.

At December 31, 2002, the Company had 628,830 exercisable options
outstanding with a weighted-average exercise price of $1.70, and a
weighted-average remaining contractual life of 4.3 years.

14



---



##### Table of Contents



The following table summarizes options and warrants to purchase shares of
the Companys common stock:

|                             |  |                     |            |   |           |                |      |       |                 |                |                      |  |          |           |  |                  |          |  |  | 
|---------------------------- |  | ------------------- | ---------- | - | --------- | -------------- | ---- | ----- | --------------- | -------------- | -------------------- |  | -------- | --------- |  | ---------------- | -------- |  |  | 
|                             |  |                     |            |   |           | Weighted       |      |       |                 |                |                      |  |          |           |  |                  | Weighted | 
|                             |  |                     |            |   |           | Average        |      |       | Range of Option |                |                      |  |          |           |  | Average Exercise |         
|                             |  |                     |            |   |           | Exercise Price |      |       | Exercise        |                |                      |  |          |           |  | Price            |         
|                             |  | Options Outstanding |            |   | Per Share |                |      | Price |                 |                | Warrants Outstanding |  |          | Per Share | 
|                             |  |                     |            |   |           |                |      |       |                 |                |                      |  |          |           | 
|Balance at December 31, 2000 |  |                     | 2,578,744  |   |           | $              | 1.60 |       |                 | $.75 to $4.63  |                      |  | 379,491  |           |  | $                | 2.64     | 
|Granted                      |  |                     | 170,000    |   |           |                | 0.56 |       |                 | $.37 to $1.03  |                      |  |         |           |  |                  |         | 
|Canceled/expired             |  |                     | (467,414   | ) |           |                | 2.03 |       |                 | $.75 to $4.63  |                      |  | (194,500 | )         |  |                  | 3.73     | 
|                             |  |                     |            |   |           |                |      |       |                 |                |                      |  |          |           |  |                  |          | 
|Balance at December 31, 2001 |  |                     | 2,281,330  |   |           |                | 1.43 |       |                 | $.37 to $3.88  |                      |  | 184,991  |           |  |                  | 1.50     | 
|Canceled/expired             |  |                     | (1,472,500 | ) |           |                | 1.37 |       |                 | $.37 to $3.88  |                      |  |         |           |  |                  |         | 
|                             |  |                     |            |   |           |                |      |       |                 |                |                      |  |          |           |  |                  |          | 
|Balance at December 31, 2002 |  |                     | 808,830    |   |           | $              | 1.54 |       |                 | $1.00 to $3.50 |                      |  | 184,991  |           |  | $                | 1.50     | 
|                             |  |                     |            |   |           |                |      |       |                 |                |                      |  |          |           |  |                  |          | 

The following table summarizes information about stock options outstanding at
December 31, 2002:

|              |       |             |                     |         |             |                     |           |          |  |           |             |      |  |          |         |         |           |   |      |      | 
|------------- | ----- | ----------- | ------------------- | ------- | ----------- | ------------------- | --------- | -------- |  | --------- | ----------- | ---- |  | -------- | ------- | ------- | --------- | - | ---- | ---- | 
|              |       |             | Options outstanding |         |             | Options exercisable |          
|              |       |             |                     |         |             |                     |          
|              |       |             |                     |         |             |                     | Weighted- |          |  |           |             |      |  |          |         |         |           |   |      |     
|              |       |             |                     |         |             |                     | Average   |          |  | Weighted- |             |      |  |          |         |         | Weighted- |  
|              |       |             |                     |         |             |                     | Remaining |          |  | Average   |             |      |  |          |         |         | Average   |  
|Exercise      |       | Number      |                     |         | Contractual |                     |           | Exercise |  |           | Number      |      |  | Exercise |        
|Prices        |       | outstanding |                     |         | Life        |                     |           | price    |  |           | Exercisable |      |  | Price    |        
|              |       |             |                     |         |             |                     |           |          |  |           |             |      |  |          |        
|$1.00 - $1.50 |       |             | 315,830             |         |             |                     | 6.0       |          |  | $         | 1.08        |      |  |          | 135,830 |         |           | $ | 1.19 |     
|              | $1.75 |             |                     | 400,000 |             |                     |           | 4.0      |  |           |             | 1.75 |  |          |         | 400,000 |           |   |      | 1.75 | 
|$2.00 - $3.50 |       |             | 93,000              |         |             |                     | 3.8       |          |  |           | 2.22        |      |  |          | 93,000  |         |           |   | 2.22 |     
|              |       |             |                     |         |             |                     |           |          |  |           |             |      |  |          |        
|$1.00 - $3.50 |       |             | 808,830             |         |             |                     | 4.8       |          |  | $         | 1.54        |      |  |          | 628,830 |         |           | $ | 1.70 |     
|              |       |             |                     |         |             |                     |           |          |  |           |             |      |  |          |        

6. Income Taxes

The Company has net operating loss carryforwards of approximately
$14,525,000 at December 31, 2002 expiring at various times beginning 2008 that
can be used to offset future taxable income and research and development credit
carryforwards of approximately $101,000 which, if not used, will begin to
expire in 2007. These carryforwards are subject to the limitations of the
Internal Revenue Code Section 382 in the event of certain changes in the equity
ownership of the Company.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The temporary
differences principally relate to net operating loss carryforwards and
depreciation.

The Company has recorded a full valuation allowance against the net
deferred tax asset due to the uncertainty of realizing the related benefits as
follows at December 31:

|                                 |                                               |   |      |            |   |      |   |            |  
|-------------------------------- | --------------------------------------------- | - | ---- | ---------- | - | ---- | - | ---------- | -
|                                 |                                               |   | 2002 |            |   | 2001 |  
|                                 |                                               |   |      |            |   |      |  
|Deferred income tax assets:      |                                               |   |      |            |   |      |   |           
|                                 | Net operating loss carryforwards              |   | $    | 5,809,800  |   |      | $ | 5,747,500  |  
|                                 | Research and development credit carryforwards |   |      | 101,000    |   |      |   | 101,000    |  
|                                 | Less: valuation allowance                     |   |      | (5,910,800 | ) |      |   | (5,498,400 | )
|Deferred income tax liabilities: |                                               |   |      |            |   |      |   |           
|                                 | Depreciation and amortization                 |   |      |           |   |      |   | (350,100   | )
|                                 |                                               |   |      |            |   |     
|Net deferred income tax assets   |                                               | $ |     |            |   | $    |  |           
|                                 |                                               |   |      |            |   |     

15



---



##### Table of Contents



Income tax computed at the U.S. federal statutory rate reconciled to the
effective tax rate is as follows for the years ended December 31:

|                                    |  |      |      |   |      |   |      |  
|----------------------------------- |  | ---- | ---- | - | ---- | - | ---- | -
|                                    |  | 2002 |      |   | 2001 |  
|                                    |  |      |      |   |      |  
|Federal statutory tax rate benefits |  | -    | 35.0 | % |      | - | 35.0 | %
|State tax, net of federal benefit   |  |      | -5.0 | % |      |   | -5.0 | %
|Change in valuation allowance       |  |      | 41.0 | % |      |   | 43.2 | %
|Permanent differences               |  |      | 0.1  | % |      |   | 0.1  | %
|Other                               |  |      | -1.1 | % |      |   | -3.3 | %
|                                    |  |      |      |   |      |  
|Effective tax rate                  |  |      | 0.0  | % |      |   | 0.0  | %
|                                    |  |      |      |   |      |  

7. Retirement Savings Plan

The Company had a pre-tax salary reduction/profit sharing plan under the
provisions of Section 401(k) of the Internal Revenue Code, which covered
employees meeting certain eligibility requirements. In early 2002, the plan
stopped accepting further contributions. On July 29, 2002, the IRS issued a
statement of compliance for changes that had been made to the plan, which
statement allowed the Company to distribute all of the plans assets to its
participants. During 2002, the assets of the plan were distributed to the
participants and the plan was officially terminated.

8. Lease Commitment

The Company previously leased its administrative facilities under an
operating lease. The lease required monthly rental payments of $8,571
increasing to $8,914 over the life of the lease, and the Companys pro rata
share of operating expenses. The Company successfully negotiated with the
propertys landlord for a termination of the lease without penalty as of July
1, 2002. Rent expense, excluding operating expenses, was $51,425 and $100,793
for the years ended December 31, 2002 and 2001, respectively.

9. Significant Customers

Revenues to two customers were 62% and 37% of total revenues in 2002.
Revenues to three customers were 46%, 31% and 23% of total revenues in 2001 and
20%, 58% and 23% of total trade accounts receivable at December 31, 2001.

10. Subsequent Events  Unaudited

On February 6, 2003, the Companys Board of Directors authorized the sale,
to certain accredited investors, of up to 10,000,000 shares of the Companys
common stock at an offering price of $.02 per share.




Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

None.

16



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##### Table of Contents






PART III




Item 9. Directors, Executive
Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act

Ronald E. Eibensteiner, 51, joined the Company as Chairman of the
Companys board of directors in May 1996. He is President of Wyncrest Capital,
Inc. and has been a seed investor in several early-stage technology companies.
He was a cofounder of Diametrics Medical, Inc., a manufacturer of blood gas
diagnostic systems, and was Chairman of Prodea Software Corporation, a
data-warehousing software company, until its sale to Platinum Technology, Inc.,
in January 1996. In 1983, Mr. Eibensteiner cofounded Arden Medical Systems and
served as its Chief Financial Officer until its sale to Johnson & Johnson in
1987. Mr. Eibensteiner holds a Bachelor of Science degree in Political Science
from the University of Minnesota.

Brian D. Niebur, 39, has served as Chief Financial Officer and a Director
of the Company since February 2003. Mr. Niebur has been employed part time by
Entrx Corporation as its treasurer and chief financial officer since February
13, 2002. Entrx Corporation, with its principal offices in Minneapolis,
Minnesota, is primarily engaged in providing industrial insulation services
through its California subsidiary, Metalclad Insulation Corporation, operating
out of its Anaheim, California facilities. In addition, since July 2000, and
also on a part-time basis, Mr. Niebur has acted as a vice president and
controller for Wyncrest Capital, Inc. in Minneapolis, Minnesota, a privately
held venture capital firm. Mr. Nieburs primary duties for Wyncrest Capital,
Inc. are to act as chief financial officer for Marix Technologies, Inc., a
development stage software company in which Wyncrest Capital, Inc. has made an
equity investment. From August 1997 until July 2000, Mr. Niebur was the
controller for Vital Images, Inc., a developer and marketer of medical
visualization and analysis software in Plymouth, Minnesota. Mr. Niebur was the
vice president and controller of IVI Publishing, Inc. in Eden Prairie,
Minnesota, from September 1993 until August 1997. IVI Publishing, Inc. was an
electronic publisher of health and medical information. Mr. Niebur is a
certified public accountant.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Companys officers, directors and persons considered to be beneficial
owners of more than ten percent of a registered class of the Companys equity
securities to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and Nasdaq. Officers, directors and
greater-than-ten-percent shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file. Based on
a review of the copies of such forms furnished to the Company, or written
representations that no applicable filings were required, the Company believes
that all such filings were filed on a timely basis for the fiscal year 2001.




Item 10. Executive and Director Compensation

The following table sets forth the total compensation paid by the Company
during its last three fiscal years to the persons who served as President and
Chief Executive Officer of the Company and each other executive officer of the
Company whose total annual base salary plus bonus compensation for the most
recent fiscal year exceeded $100,000 (all of whom are the Named Executive
Officers).

17



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##### Table of Contents






SUMMARY COMPENSATION TABLE

|                                   |  |      |      |  |     |        |         |     |       |                     |        |              |            |              |         |  |            |              |         | 
|---------------------------------- |  | ---- | ---- |  | --- | ------ | ------- | --- | ----- | ------------------- | ------ | ------------ | ---------- | ------------ | ------- |  | ---------- | ------------ | ------- | 
|                                   |  |      |      |  |     |        |         |     |       |                     |        |              |            |              |         |  |            | Long-Term    |        
|                                   |  |      |      |  |     |        |         |     |       |                     |        |              |            |              |         |  |            | Compensation |        
|                                   |  |      |      |  |     |        |         |     |       | Annual Compensation |        |              | Awards     |             
|                                   |  |      |      |  |     |        |         |     |       |                     |        |              | Securities |             
|                                   |  |      |      |  |     |        |         |     |       |                     |        |              |            | Other Annual |         |  | Underlying |             
|                                   |  |      |      |  |     | Salary |         |     | Bonus |                     |        | Compensation |            |              | Options | 
|Name and Principal Position        |  | Year |      |  | ($) |        |         | ($) |       |                     | ($)    |              |            | (#)          |        
|                                   |  |      |      |  |     |        |         |     |       |                     |        |              |            |              |        
|Ronald E. Eibensteiner, President  |  |      | 2002 |  |     |        |        |     |       |                     |       |              |            |              |        |  |            |              |        | 
|and CEO (1)                        |  |      | 2001 |  |     |        |        |     |       |                     |       |              |            |              |        |  |            |              |        | 
|                                   |  |      | 2000 |  |     |        |        |     |       |                     |       |              |            |              |        |  |            |              |        | 
|                                   |  |      |      |  |     |        |         |     |       |                     |        |              |            |              |        
|Paul Lidsky, President and CEO (2) |  |      | 2002 |  |     |        | 147,836 |     |       |                     |       |              |            |              | 4,050   |  |            |              |        | 
|                                   |  |      | 2001 |  |     |        | 187,500 |     |       |                     |       |              |            |              | 8,456   |  |            |              |        | 
|                                   |  |      | 2000 |  |     |        | 187,500 |     |       |                     | 37,500 |              |            |              | 6,539   |  |            |              | 100,000 | 



---

|(1) |  | Mr. Eibensteiner was appointed President and Chief Executive Officer on
February 6, 2003. Mr. Eibensteiner has been Chairman of the Company since May
1996.   
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Mr. Lidsky was appointed President and Chief Executive Officer on September
2, 1997 and resigned as President and Chief Executive Officer on February 6,
2003.




OPTION GRANTS DURING 2002 FISCAL YEAR

The following table sets forth the options that were granted to the Named
Executive Officers during the Companys last fiscal year which ended December
31, 2002.

|                       |  |             |   |  |                |  |   |             |  |  |            |  |  |  |   | 
|---------------------- |  | ----------- | - |  | -------------- |  | - | ----------- |  |  | ---------- |  |  |  | - | 
|                       |  | Number of   |   |  | Percent of     |  |   |             |  |  |            |  |  | 
|                       |  | Securities  |   |  | Total Options/ |  |   |             |  |  |            |  |  | 
|                       |  | Underlying  |   |  | Granted to     |  |   | Exercise or |  |  |            |  | 
|                       |  | Options     |   |  | Employees in   |  |   | Base Price  |  |  | Expiration | 
|Name                   |  | Granted (#) |   |  | Fiscal Year    |  |   | ($/Share)   |  |  | Date       | 
|                       |  |             |   |  |                |  |   |             |  |  |            | 
|Ronald E. Eibensteiner |  |             | 0 |  |                |  | 0 |             |  |  |           |  |  |  |  | 
|Paul F. Lidsky         |  |             | 0 |  |                |  | 0 |             |  |  |           |  |  |  |  | 




OPTION EXERCISES DURING FISCAL 2002
AND FISCAL YEAR-END OPTION VALUES

The following table provides certain information regarding the exercise of
stock options to purchase shares of the Companys common stock by the Named
Executive Officers during the year ended December 31, 2002, and the fiscal
year-end value of unexercised stock options held by such Named Executive
Officers.

|                       |  |           |   |  |          |  |   |                 |             |                  |                      |        
|---------------------- |  | --------- | - |  | -------- |  | - | --------------- | ----------- | ---------------- | -------------------- | -------
|                       |  |           |   |  |          |  |   |                 |             | Number of        | Value of Unexercised |        
|                       |  | Number of |   |  |          |  |   |                 | Unexercised |                  | In-the-Money        
|                       |  | Shares    |   |  |          |  |   |                 | Options at  |                  | Options at Fiscal   
|                       |  | Acquired  |   |  | Value    |  |   | Fiscal Year End |             | Year End ($)    
|                       |  | On        |   |  | Realized |  |   | (exercisable /  |             | (exercisable /  
|Name                   |  | Exercise  |   |  | ($)      |  |   | unexercisable)  |             | unexercisable)  
|                       |  |           |   |  |          |  |   |                 |             |                 
|Ronald E. Eibensteiner |  |           | 0 |  |          |  | 0 |                 |             | 400,000 / -      |                      | $0 / $0
|Paul F. Lidsky         |  |           | 0 |  |          |  | 0 |                 |             | 50,000 / 150,000 |                      | $0 / $0

18



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##### Table of Contents



Director Compensation

Directors do not presently receive any compensation from the Company for
attending board of directors or committee meetings, although the Company does
reimburse directors for expenses incurred in attending such meetings.

Currently, each nonemployee director receives an option to purchase 50,000
shares of the Companys common stock upon such directors initial election or
appointment to the board of directors. No further options have been granted to
a nonemployee director upon a directors subsequent reelection to the board of
directors by the shareholders. The options vest in the following manner:
5,000 shares upon initial election or appointment; 15,000 shares upon first
reelection to the board by the shareholders; 15,000 shares upon second
reelection to the board by the shareholders; 15,000 shares upon third
reelection to the board by the shareholders. The exercise price of the options
is equal to the fair market value of the Companys common stock on the date the
nonemployee director is initially elected or appointed to the Companys board.
No nonemployee directors received option grants during fiscal year 2002.




Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to
beneficial ownership of the Companys common stock as of the February 28, 2003
by: (i) each director of the Company, (ii) each executive officer of the
Company named in the Summary Compensation Table, (iii) all directors and
executive officers of the Company as a group, and (iv) each person or entity
known by the Company to own beneficially more than five percent (5%) of the
Companys common stock. Unless otherwise indicated, the address of each
beneficial owner is 800 Nicollet Mall, Suite 2690, Minnepolis, Minnesota
55402.

|                                                                          |  |                     |           |  |             |  |      |  
|------------------------------------------------------------------------- |  | ------------------- | --------- |  | ----------- |  | ---- | -
|                                                                          |  | Number of           |           |  | Percent of  | 
|                                                                          |  | Shares Beneficially |           |  | Outstanding | 
|Name and Address of Shareholder                                           |  | Owned (1)           |           |  | Shares (1)  | 
|                                                                          |  |                     |           |  |             | 
|Paul F. Lidsky (2)                                                        |  |                     | 87,200    |  |             |  | *    |  
|                                                                          |  |                     |          
|Ronald E. Eibensteiner (3)                                                |  |                     | 3,587,000 |  |             |  | 36.4 | %
|U S Bancorp Building                                                      |  |                     |           |  |             |  |      |  
|800 Nicollet Mall, Suite 2690                                             |  |                     |           |  |             |  |      |  
|Minneapolis, MN 55402                                                     |  |                     |           |  |             |  |      |  
|                                                                          |  |                     |          
|Brian Niebur                                                              |  |                     |          |  |             |  |     |  
|800 Nicollet Mall, Suite 2690                                             |  |                     |           |  |             |  |      |  
|Minneapolis, MN 55402                                                     |  |                     |           |  |             |  |      |  
|                                                                          |  |                     |          
|All current executive officers and
directors as a group (two persons) (4) |  |                     | 3,587,000 |  |             |  | 36.4 | %
|                                                                          |  |                     |          
|Perkins Capital Management, Inc. (5)                                      |  |                     | 2,613,367 |  |             |  | 26.5 | %
|730 East Lake Street                                                      |  |                     |           |  |             |  |      |  
|Wayzata, MN 55391-1769                                                    |  |                     |           |  |             |  |      |  
|                                                                          |  |                     |          
|Wayne W. Mills (6)                                                        |  |                     | 703,000   |  |             |  | 7.1  | %
|5020 Blake Rd. S                                                          |  |                     |           |  |             |  |      |  
|Edina, MN 55436                                                           |  |                     |           |  |             |  |      |  



---

|*   |  | less than 1 percent                                                                                                                                                                                       
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, and includes general voting power and/or
investment power with respect to securities. Shares of

19



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##### Table of Contents



|    |  | common stock subject to options or warrants currently exercisable or
exercisable within 60 days of the record rate are deemed outstanding for
computing the beneficial ownership percentage of the person holding such
options or warrants but are not deemed outstanding for computing the beneficial
ownership percentage of any other person. Except as indicated by footnote, the
persons named in the table above have the sole voting and investment power with
respect to all shares of common stock shown as beneficially owned by them.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes (i) 50,000 shares of common stock issuable pursuant to
options exercisable within 60 days, and (ii) 200 shares of common stock held
indirectly by Mr. Lidsky.                                                                                                                                                                                                                                                                                                                                                                          
|   
|(3) |  | Includes the following: (i) 730,000 shares are held by Wyncrest
Capital, Inc., a corporation that is wholly owned by Mr. Eibensteiner; (ii)
2,257,000 shares are held by Morgan Street Partners, LLC, a limited liability
company, of which Mr. Eibensteiner is Chief Executive Officer and Managing
Partner; (iii) 200,000 shares issuable upon conversion of Series A Preferred
Stock; and (iv) 400,000 shares issuable upon exercise of an employee stock
option, which is immediately exercisable.                                          
|   
|(4) |  | Includes (i) 400,000 shares of common stock issuable pursuant to
options exercisable within 60 days, and (ii) 200,000 shares of Series A
Convertible Preferred Stock which is convertible into approximately 200,000
shares of common stock.                                                                                                                                                                                                                                                                                                    
|   
|(5) |  | As disclosed in a Schedule 13G filed on February 3, 2003, Perkins
Capital Management, Inc. has sole power to vote or direct the vote for
1,110,167 shares and sole power to dispose of or direct the disposition of all
shares listed in the table as beneficially owned by it.                                                                                                                                                                                                                                                                 
|   
|(6) |  | As disclosed in a Schedule 13G/A filed on February 7, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     




Item 12. Certain Relationships and Related Transactions

None.




Item 13. Exhibits and Reports on Form 8-K

(a)  Exhibits

|       |  |                                                                                                                          
|------ |  | -------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                              
|       |  |                                                                                                                          
|3.1    |  | Articles of Incorporation 1                                                                                              
|3.2    |  | Bylaws 1                                                                                                                 
|4.1    |  | Certificate of Designation for Series A Preferred Stock 2                                                                
|10.1   |  | Asset Purchase Agreement by and between OneLink, Inc. and
CallVision, Inc., dated June 28, 20022                         
|99.1   |  | CEO Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|99.2   |  | CFO Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



---

| |  | 1 Incorporated by reference to the Companys Registration
Statement on Form SB-2 (File No. 33-90084C) filed March 7, 1995.
| |  | --------------------------------------------------------------------------------------------------------------------------
|
| |  | 2 Incorporated by reference to Exhibits filed with Registrants
2001 Form 10-K.                                           

(b)  Reports on Form 8-K

The Company filed a current report on Form 8-K on December 18, 2002
disclosing that it had completed the asset sale to CallVision.

20



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##### Table of Contents






Item 14. Controls and Procedures

Within 90 days prior to the date of the Report, the Company carried out an
evaluation, under the supervision and with the participation of its chief
executive and chief financial officers, of the effectiveness of the design and
operation of the Companys disclosure controls and procedures (as defined in
Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934). Based
upon that evaluation, the Companys Chief Executive Officer and Chief Financial
Officer concluded that the Companys disclosure controls and procedures are
effective in alerting them on a timely basis to material information required
to be disclosed in the Companys periodic reports to the Securities and
Exchange Commission. There have been no significant changes in The Companys
internal controls or in other factors which could significantly affect internal
controls subsequent to such evaluation.

21



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|             
|-------------
|OneLink, Inc.

|    |  |                                                                               
|--- |  | ------------------------------------------------------------------------------
|By: |  | /s/ Brian D. NieburBrian D. Niebur
Chief Financial Officer
Date:  May 27, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

|                           |  |                                                                                  |  |             
|-------------------------- |  | -------------------------------------------------------------------------------- |  | ------------
|Signatures                 |  | Title                                                                            |  | Date        
|                           |  |                                                                                  |  |             
|/s/ Ronald E. Eibensteiner |  | Chief Executive Officer and Director
(PrincipalExecutive Officer)                |  | May 27, 2003
|                          
|/s/ Brian D. Niebur        |  | Chief Financial Officer and Director
(PrincipalFinancial and Accounting Officer) |  | May 27, 2003




CERTIFICATIONS

I, Ronald E. Eibesteiner, certify that:



|1. |  | I have reviewed this annual report on 10-KSB of OneLink, Inc.;                                                                                                                                                                                                                                                          
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                               



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date) and                                                                                                   
|
| | c) |  | presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;                                                                                                                        

22



---



##### Table of Contents





|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        



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

|                   |  |                                                                 
|------------------ |  | ----------------------------------------------------------------
|Date: May 27, 2003 |  | /s/ Ronald E. Eibensteiner                                      
|                   |  |                                                                 
|                   |  | By: Ronald E. Eibensteiner
President and Chief Executive Officer

I, Brian D. Niebur, certify that:



|1. |  | I have reviewed this quarterly report on 10-KSB of OneLink, Inc.;                                                                                                                                                                                                                                                       
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                               



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date) and                                                                                                   
|
| | c) |  | presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



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

|                   |  |                                            
|------------------ |  | -------------------------------------------
|Date: May 27, 2003 |  | /s/ Brian D. Niebur                        
|                   |  |                                            
|                   |  | By: Brian D. Niebur
Chief Financial Officer

23