---

---

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

---

FORM 10-KSB

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

For the fiscal year ended December 31, 1999

Commission file number 0-25764

---

OneLink Communications, Inc.

(Exact name of Registrant as specified in its charter)

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

10340 Viking Drive, Suite 150
Eden Prairie, MN 55344
(612) 996-9000

(Address, including zip code, and telephone number
of registrant's principal executive offices)

---

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.01 per share

---

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 X No

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.

The
Company's revenues from continuing operations for the fiscal year ended December 31, 1999 totaled $1,850,142.

The
aggregate market value of the common stock held by nonaffiliates of the registrant as of March 13, 2000 was approximately $47,253,000 based on the average of the closing
bid and ask price of the registrant's Common Stock on such date. The number of shares outstanding of the registrant's $.01 par value common stock, as of March 13, 2000 was 9,693,404

Transitional
Small Business Issuer Format (Check One): Yes  No
X

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for its May 23, 2000 Annual Meeting, which will be filed by April 29, 2000, are incorporated by
reference into Items 9, 10, 11 and 12 of Part III.

---

---



ONELINK COMMUNICATIONS, INC.

TABLE OF CONTENTS

|         |  |                                                                                                                    |  | Page
|-------- |  | ------------------------------------------------------------------------------------------------------------------ |  | ----
|PART I   |  |                                                                                                                    |  |     
|ITEM     |  | 1. Description of Business                                                                                         |  | 3   
|ITEM     |  | 2. Description of Property                                                                                         |  | 5   
|ITEM     |  | 3. Legal Proceedings                                                                                               |  | 5   
|ITEM     |  | 4. Submission of Matters to a Vote of Security Holders                                                             |  | 5   
|PART II  |  |                                                                                                                    |  |     
|ITEM     |  | 5. Market for Common Equity and Related Stockholder Matters                                                        |  | 6   
|ITEM     |  | 6. Management's Discussion and Analysis or Plan of Operation                                                       |  | 7   
|ITEM     |  | 7. Financial Statements                                                                                            |  | 11  
|ITEM     |  | 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                            |  | 21  
|PART III |  |                                                                                                                    |  |     
|ITEM     |  | 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act |  | 22  
|ITEM     |  | 10. Executive Compensation                                                                                         |  | 22  
|ITEM     |  | 11. Security Ownership of Certain Beneficial Owners and Management                                                 |  | 23  
|ITEM     |  | 12. Certain Relationships and Related Transactions                                                                 |  | 23  
|PART IV  |  |                                                                                                                    |  |     
|ITEM     |  | 13. Exhibits and Reports on Form 8-K                                                                               |  | 23  

2



## 

PART I

Item 1.  Description of Business

General

OneLink Communications, Inc. (the "Company" or "OneLink") was incorporated in Minnesota in June 1990. We are a leading provider of
Internet-delivered business intelligence services to the telecommunications industry. We specialize in transforming raw telecommunications data into reports, containing information pertaining to
caller location, frequency of calls, unanswered calls, busy calls, etc., referred to in the industry as "business intelligence" that enables management to make better informed and more accurate
decisions. We market our TeleSmart Data Services solutions to telecommunications providers who provide these services to their customers as value-added enhancements in order to strengthen customer
relationships and increase customer satisfaction, loyalty and retention.

Historically,
our business has focused on the design, development and operation of interactive voice response (IVR) systems. Our IVR systems facilitated caller information
transactions by collecting and distributing information, creating customer databases and accessing location-specific services by telephone on a fully automated basis. In 1998, we discontinued the
deployment and service of our interactive technologies and solutions and focused on becoming a management reporting and business intelligence partner for telephone companies, who in turn pass along
our services to their customers.

Products and Services

OneLink provides a wide range of business intelligence services using its in-house data processing facilities, large data warehousing and Internet
expertise. We also offer professional services aimed at supporting the consulting, development and implementation needs of our customers.



3





Industry Background

The Telecommunications Act of 1996 gave rise to an increasing level of competition for local access between the established Regional Bell Operating Companies,
the Independent Telephone Companies and Competitive Local Exchange Carriers. This competition has caused incumbent telephone companies to increase focus on customer loyalty and retention through the
offering of enhanced services and away from a price-only customer retention strategy.

Often
telephone companies do not have the expertise, manpower or time to develop, implement and market enhanced services like call management reports and end user software. The need
to offer these enhanced services quickly has created the opportunity for small, fast moving companies to provide products and services needed to assist in the retention and expansion of customer
bases.

Systems Design

Our systems are designed using an open architecture for maximum flexibility with respect to the adoption of new modular applications, customization of specific
applications and incorporation of new technology. The systems integrate proprietary software with products from a variety of leading outside software vendors. Each system is designed around a basic
modular architecture and an interactive database module. Our systems primarily use industrial grade micro computer hardware supplied by various manufacturers. All OneLink applications utilize NT and
UNIX operating system software to manage the complex requirements of new services, handle increased call volumes and to readily allow user specific customization.

Sales and Marketing

Our primary sales and marketing strategy focuses on providing enhanced management reporting and business intelligence services to telephone companies. We sell
our services directly through our own sales force and indirectly through business alliances. Our sales representatives attend trade shows likely
to attract companies interested in reselling our services. In order to reach our potential customers, we use direct mailing, telephone and personal contact, as well as advertise in publications
tailored to businesses with the potential to resell our services.

Primary Customers

During 1999, our revenues from continuing operations totaled $1,850,142. Revenues from U S WEST Communications, Inc. and Cincinnati Bell Telephone,
respectively, accounted for approximately $963,000 or 52% and $661,000 or 36% of total revenues from continuing operations. These revenues resulted primarily from the development, implementation and
use of our TeleSmart services.

Competition

Our management is not aware of any current competitor that provides a product or service materially similar to TeleSmart Data Services or TeleSmart Software.
Some telephone companies and RBOCs have

4



previously
offered segments of management reports that are similar to those created by our TeleSmart Data Services, but prior to our entry into the field, none appear to have offered a complete
package of reports and end user software specifically aimed at capturing incoming caller information. Companies with significant financial resources, application development expertise and
telecommunications experience may attempt to duplicate our products and services in this area. However, our management believes time to market is a key success factor, and at this time, we believe we
are the first to market with these products.

Regulatory Environment

Our operations are currently subject to limited regulation both on the federal and state level by the Federal Communications Commission and various state
public utility commissions. With the current national trend of deregulation in the communications industry, additional regulation is not anticipated in the near future. There can be no assurance,
however, that the current regulatory environment will continue. Furthermore, although we are not actively attempting to place our products in foreign markets, any effort to do so in the future will be
dependent on the regulatory environment in such markets.

Research and Product Development

Research and product development expenses were $648,002, $71,322 and $349,046 for the years ended December 31, 1999, 1998 and 1997, respectively.
Research and product development expenses incurred in 1999 were primarily related to the initial research of and enhancements to the TeleSmart Web product. Research and development expenses incurred
in 1998 were primarily related to increasing the functionality and capabilities of the TeleSmart product and the initial research to take the TeleSmart product to the Internet. In 1998, we reduced our
research and development expenditures by adopting a business model where development projects and product enhancements were generally paid by the customers requesting the development or enhancement.
Research and development costs for 1997 were incurred in connection with our IVR operations and are included in discontinued operations.

Employees

As of December 31, 1999, we had 20 employees, including 11 people working with our TeleSmart product and 9 people in sales, administration and finance.
We believe our relations with our employees are good. None of our employees are represented by a labor union.

Item 2.  Description of Property

We lease approximately 8,228 square feet of commercial office and warehouse space for $7,885 per month plus operating expenses and utilities at 10340 Viking
Drive, Suite 150, Eden Prairie, Minnesota 55344 under a lease that expires on June 30, 2003. We have an option to extend the lease term for an additional five years.

Item 3.  Legal Proceedings

We are not a party to any material legal proceedings.

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

There were no matters submitted to a vote of security holders during the Company's fourth quarter.

5



## 

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

On February 26, 1998, our common stock was delisted from the Nasdaq SmallCap Market for failure to meet the new net tangible asset rules that went into
effect on February 23, 1998. Our common stock is currently traded in the over-the-counter market with prices quoted on the OTC Bulletin Board under the symbol
"ONEL".

The
following table sets forth the high and low bid prices for our common stock as reported by the OTC Bulletin Board in 1999 and 1998:

|               |  | Year Ending
December 31, 1999
|-------------- |  | -----------------------------
|
|First Quarter  |  | $                            
|Second Quarter |  |                              
|Third Quarter  |  |                              
|Fourth Quarter |  |                              

|               |  | Year Ending
December 31, 1998
|-------------- |  | -----------------------------
|
|First Quarter  |  | $                            
|Second Quarter |  |                              
|Third Quarter  |  |                              
|Fourth Quarter |  |                              

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 stockholders of record of the Common Stock as of March 13, 2000 was 1,200.

We
have never declared or paid a cash dividend on our common stock and do not anticipate paying any cash dividends in the foreseeable future.

In
the fourth quarter of 1999, we sold 2,000,000 shares of our common stock in connection with a private placement, for which we received aggregate proceeds of $3,500,000. The shares
were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated under such
act.

In
the third quarter of 1997, we raised $2,000,000 through a private placement of Units (the "Units"). Each Unit consisted of 50,000 shares of our common stock and warrants to
purchase an additional 50,000 shares of common stock. The Units were offered pursuant to Section 4(2) of the Securities Act, as amended and were made only to "Accredited Investors" as defined
by Rule 501 of Regulation D promulgated under the Securities Act.

6



Item 6.  Management's Discussion and Analysis

Results of Operations

The following table sets forth, for the periods indicated, certain Statements of Operations data as a percentage of revenues.

|                                                        |  | For Twelve Months Ended December 31 |   
|------------------------------------------------------- |  | ----------------------------------- | --
|
|Revenues                                                |  | 100.0                               | % 
|Cost of revenues                                        |  | 52.5                                | % 
|Gross profit                                            |  | 47.5                                | % 
|Selling                                                 |  | 27.8                                | % 
|Research & product development                          |  | 35.0                                | % 
|General & administrative                                |  | 70.3                                | % 
|Total operating expenses                                |  | 133.1                               | % 
|Other income (expense)                                  |  | 3.0                                 | % 
|Loss from continuing operations                         |  | (82.6                               | %)
|Discontinued operations income                          |  | 0.0                                 | % 
|Gain on disposal of assets from discontinued operations |  | 0.0                                 | % 
|Net Loss                                                |  | (82.6                               | %)

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Revenues from Continuing Operations

Our revenues from continuing operations for the year ended December 31, 1999 were $1,850,142, an increase of $433,011 or 31 percent compared to
$1,417,131 for the same period ended December 31, 1998. Revenues from our primary product, TeleSmart Data Services, which is a service bureau used to process raw call data into useable formats,
increased by $832,045 or 193 percent from $430,147 in 1998 to $1,262,192 in 1999. This increase resulted from additional customers activating the service in 1999. Revenues from the TeleSmart
software, which is used to enhance the information provided by the
service bureau, increased approximately $97,000 compared to 1998. Revenues from consulting/development projects, which include revenues associated with the consulting costs for building the initial
service bureau for a company, as well as enhancements requested by the customers, decreased by approximately $543,000 from 1998. Revenues in 1998 included the final development costs of the service
bureau for U S West. They also included the consulting/development costs for the build of the service bureau for Cincinnati Bell Telephone. There were no new telephone companies integrated with
service bureaus in 1999 due to the telephone companies preparing for the year 2000. We have signed two new consulting contracts, in which the service bureaus are to be completed in 2000.

Cost of Revenues and Gross Profit from Continuing Operations

Our cost of revenues from continuing operations for the year ended December 31, 1999 was $971,219 compared to $948,178 for the same period in 1998, an
increase of $23,041 or 2 percent. Cost of revenues for the TeleSmart service bureau increased approximately $282,000 compared to the previous year due to increased processing of calls. This
included additional personnel, consulting costs and telephone expenses. The cost of revenues also increased by approximately $51,000 due to a new version of the software being created. These increases
were offset by a decrease in cost of revenues for the consulting/ development area by approximately $338,000 compared to 1998. In 1998, the majority of internal and external personnel costs were
directly related to billable projects. However, in 1999, we were developing a web-enabling product which required significant personnel time that was capitalized through the third quarter.
In the fourth

7



quarter,
we determined that our model had changed due to the entrance into the Internet business. Therefore, beginning in the fourth quarter, the costs related to new product offerings were expensed
in the product development area. This will accurately reflect the true cost of revenues for billable projects. Historically, product developments and enhancements were generally paid for by the
customer requesting the change.

The
gross profit from continuing operations for the year ending December 31, 1999 was $878,923 compared to $468,953 for the same period ended December 31, 1998, an
increase of $409,970 or 87 percent. Gross profit as a percentage of revenues was 48 percent in 1999 compared to 33 percent for the same period in 1998. The increase in our gross
profit margin is attributable to customers increasing their use of the TeleSmart Data Services, which has higher gross margins than the consulting business.

Research and Product Development Expenses from Continuing Operations

Research and product development expenses from continuing operations for the year ended December 31, 1999 were $648,002 compared to $71,322 for the same
period in 1998, an increase of $576,680. Research and product development expenses incurred in 1998 were primarily related to increasing the functionality and capabilities of the TeleSmart product and
the initial research to take the product to the Internet. The expenses for 1999 were additional costs related to the enhancement of the Internet product. Of this, $86,812 was for the initial
prototype, with the remainder for enhancements in the fourth quarter of 1999, after the product went into service. These costs included internal and external personnel time and depreciation expenses
related to the new product. In 1998, we had adopted a business model in which development projects and product enhancements were generally paid for by the customers requesting the development or
enhancement.

Selling Expenses from Continuing Operations

Selling expenses from continuing operations for the year ended December 31, 1999 were $514,817, an increase of $149,032 compared to $365,785 for the
same period in 1998. This increase was due to
increased costs of approximately $157,000 for marketing and decreased travel costs of approximately $8,000. We hired an outside marketing firm to help attract additional notice through increased
exposure in publications and business communities.

General and Administrative Expenses from Continuing Operations

Our general and administrative expenses from continuing operations for the year ended December 31, 1999 were $1,300,175 compared to $1,179,119 for the
same period in 1998, an increase of $121,056 or 10 percent. This increase is the result of increased personnel costs of approximately $65,000 and personnel search costs of approximately
$46,500. In addition, depreciation of approximately $29,000 for all equipment related to the service bureau and products was moved from cost of revenues to operating expense in the fourth quarter due
to the changed Company model. These increases were offset by decreases in our telephone expense of approximately $19,000 and bad debt expense of approximately $10,000.

Other Income and Expense from Continuing Operations

Interest income from continuing operations for the year ended December 31, 1999 was $54,452 compared to $29,099 for the same period in 1998 due to
increased cash balances. Interest expense from continuing operations for the year ended December 31, 1999 was $21 compared to $2,195 for the same period in 1998. The decrease in interest
expense is due to a reduction in bridge loan financing needed in 1998 and the decrease in capital leases. Other non-interest income from continuing operations was $1,250 for the year ended
December 31, 1999 compared to other non-interest expense of $20,180 for the same period in 1998. Included in the balance for 1998 was a lawsuit settlement of $20,000.

8



Discontinued Operations Income

For the year ended December 31, 1998, our revenues from discontinued operations were $914,381. The revenues were from the IVR business. Cost of revenues
for the year ended December 31, 1998 were $455,357. Since we had made the decision to exit the IVR business in early 1998, there were no expenses incurred in 1998 for selling or research and
development. General and administrative expenses and other income/expense for the year ended December 31, 1998 were $270,373.

Gain on Disposal of Assets from Discontinued Operations

The gain on disposal of assets from discontinued operations was $28,227 for the year ended December 31, 1998. The 1998 gain resulted from the sale of
the remaining IVR assets.

Net Loss

We incurred a net loss of $1,528,390 for the year ended December 31, 1999 compared to a net loss of $923,671 for the prior year. This is an increase of
$604,719 or 65 percent and was primarily the result of increased product development costs for the Internet service.

Liquidity and Capital Resources

We had positive working capital of $3,102,692 and $74,021 at December 31, 1999 and 1998, respectively. During 1999, cash used in operations was
$878,587, primarily resulting from a net loss of $1,528,390, offset by accounts payable and accrued expenses of $453,684 and depreciation and amortization of $334,340. Cash used in 1999 for investing
activities was $1,180,376 for the purchase of property and
equipment. Most of the purchases were for the new Web-enabling product. Financing activities provided cash of $5,368,333.

In
the first quarter of 1999, management called the warrants issued as part of our 1997 Private Placement. The calling of these warrants raised $1,900,000. On August 1, 1999,
we called 160,000 warrants for redemption, to be effective as of September 1, 1999. These warrants represented the balance of the warrants issued in the 1997 Private Placement. The calling of
these warrants raised $165,000.

Through
a private placement in the fourth quarter of 1999 (the "1999 Private Placement"), we raised additional capital of approximately $3,500,000 from the sale of 2,000,000 shares of
our common stock at a price of $1.75 per share. The Private Placement was limited to "Accredited Investors" (as that term is defined in Regulation D promulgated under the Securities Act of
1933). The additional funds will be used to further enhance the Web-enabling product and services, create additional services and expand sales and marketing efforts.

Our
management believes that revenues to be generated from operations, combined with the proceeds from the warrant call and private placement, will be sufficient to support our
working capital needs for the foreseeable future, assuming we are able to generate sufficient revenues and control expenses during fiscal year 2000. As a result, our ability to meet our working
capital requirements in fiscal year 2000 will depend upon: (i) generating sales which exceed our fiscal 1999 sales; and (ii) avoiding any significant increase in expenses. Failure to
meet these objectives may have a material effect on our ability to continue the business. Should we seek additional financing, there is no assurance that additional capital will be available to us on
acceptable terms or at all. In order to obtain additional capital, we may issue equity securities at a price that would result in dilution to existing shareholders.

New Accounting Pronouncements

In June 1998, the FASB issued Statement No. 133 ("SFAS No. 133"), "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 133 establishes accounting and reporting standards for

9



derivative
instruments and hedging activities. We are not currently involved in derivative instruments or hedging activities, and therefore, will measure the impact of this statement, as it becomes
necessary.

Impact of Year 2000

The year 2000 (Y2K) issue arose out of the fact that many computer programs were written using two digits to identify the applicable year rather than four
digits. It was feared that computer programs with date-sensitive software or equipment with embedded date-sensitive technology might misinterpret a two-digit code;
for example, "00" entered in a date field for the year 2000 might be wrongly interpreted as the year 1900. There was concern that this error could result in system or equipment failures or
miscalculations and disruptions of operations. During the last several years, we addressed issues related to the Y2K concern. As of December 31, 1999, we have completed all aspects of our Y2K
readiness program and, through March 15, 2000 we have not experienced any significant problems related to the Y2K issue.

Forward Looking Statements

This Form 10-KSB contains certain 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. All statements included herein that address activities, events or developments that OneLink expects,
believes or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement
strategy, competitive strengths, goals, expansion and other such matters are forward-looking statements. Actual events may differ materially from those anticipated in the forward-looking statements.
Important factors that may cause such a difference include general economic conditions, changes in interest rates, increased competition in our market area, acceptance by telecommunications customers
and increased regulation of the telecommunications industry generally.

10



## 

Item 7.  Financial Statements

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To
OneLink Communications, Inc.:

We
have audited the accompanying balance sheets of OneLink Communications, Inc. as of December 31, 1999 and 1998, and the related consolidated statements of operations,
stockholders' 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 generally accepted auditing standards. 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 Communications, Inc. as of
December 31, 1999 and 1998, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with generally accepted accounting principles.

|                       |  | /s/Lund Koehler Cox & Arkema, LLP
|---------------------- |  | ---------------------------------
|Minneapolis, Minnesota |  |                                  
|February 9, 2000       |  |                                  

11



OneLink Communications, Inc.

Balance Sheets

|                                                                                                       |  | December 31, |           
|------------------------------------------------------------------------------------------------------ |  | ------------ | ----------
|
|Assets                                                                                                 |  |              |           
|Current assets:                                                                                        |  |              |           
|Cash and cash equivalents                                                                              |  | $            | 3,729,970 
|Trade accounts receivable, net of allowance for doubtful accounts of $10,276 and $10,0001999 and 1998 |  |              | 371,480   
|Inventory, net of reserve for obsolescence of $2,374 and $01999 and 1998                              |  |              | 7,104     
|Prepaid expenses                                                                                       |  |              | 61,708    
|                                                                                                       |  |              |           
|Total current assets                                                                                   |  |              | 4,170,262 
|                                                                                                       |  |              |           
|Property and equipment:                                                                                |  |              |           
|Furniture and equipment                                                                                |  |              | 1,060,994 
|Web based software                                                                                     |  |              | 747,857   
|                                                                                                       |  |              |           
|                                                                                                       |  |              | 1,808,851 
|Accumulated depreciation and amortization                                                              |  |              | (693,674  
|                                                                                                       |  |              |           
|                                                                                                       |  |              | 1,115,177 
|                                                                                                       |  |              |           
|Deposits                                                                                               |  |              | 11,465    
|                                                                                                       |  |              |           
|Total assets                                                                                           |  | $            | 5,296,904 
|                                                                                                       |  |              |           
|Liabilities and shareholders' equity                                                                   |  |              |           
|Current liabilities:                                                                                   |  |              |           
|Current maturities of long-term debt                                                                   |  | $            |          
|Accounts payable                                                                                       |  |              | 545,972   
|Accrued payroll and related taxes                                                                      |  |              | 310,628   
|Accrued expenses                                                                                       |  |              | 168,288   
|Deferred revenue                                                                                       |  |              | 42,682    
|                                                                                                       |  |              |           
|Total current liabilities                                                                              |  |              | 1,067,570 
|                                                                                                       |  |              |           
|Shareholders' equity:                                                                                  |  |              |           
|Common stock, par value $.01 per share:                                                                |  |              |           
|Authorized shares50,000,000                                                                           |  |              |           
|Issued and outstanding shares: 19999,254,018 and 19985,015,607                                       |  |              | 92,540    
|Additional paid-in capital                                                                             |  |              | 14,076,000
|Stock subscription receivable                                                                          |  |              | (226,852  
|Accumulated deficit                                                                                    |  |              | (9,712,354
|                                                                                                       |  |              |           
|Total shareholders' equity                                                                             |  |              | 4,229,334 
|                                                                                                       |  |              |           
|Total liabilities and shareholders' equity                                                             |  | $            | 5,296,904 
|                                                                                                       |  |              |           

See
accompanying notes.

12



OneLink Communications, Inc.

Consolidated Statements of Operations

|                                                        |  | Year ended December 31, |           
|------------------------------------------------------- |  | ----------------------- | ----------
|
|Continuing operations:                                  |  |                         |           
|Revenues                                                |  | $                       | 1,850,142 
|Cost of revenues                                        |  |                         | 971,219   
|                                                        |  |                         |           
|Gross profit                                            |  |                         | 878,923   
|                                                        |  |                         |           
|Operating expenses:                                     |  |                         |           
|Selling                                                 |  |                         | 514,817   
|Research and product development                        |  |                         | 648,002   
|General and administrative                              |  |                         | 1,300,175 
|                                                        |  |                         |           
|Total operating expenses                                |  |                         | 2,462,994 
|                                                        |  |                         |           
|Operating loss                                          |  |                         | (1,584,071
|Other income (expense):                                 |  |                         |           
|Interest income                                         |  |                         | 54,452    
|Interest expense                                        |  |                         | (21       
|Other income (expense)                                  |  |                         | 1,250     
|                                                        |  |                         |           
|Loss from continuing operations                         |  |                         | (1,528,390
|Discontinued operations:                                |  |                         |           
|Discontinued operations income                          |  |                         |          
|Gain on disposal of assets from discontinued operations |  |                         |          
|                                                        |  |                         |           
|Net loss                                                |  | $                       | (1,528,390
|                                                        |  |                         |           
|Net loss from continuing operations per common share:   |  |                         |           
|Basic and diluted                                       |  | $                       | (.23      
|Net loss per common share:                              |  |                         |           
|Basic and diluted                                       |  | $                       | (.23      
|Weighted average number of shares outstanding:          |  |                         |           
|Basic and diluted                                       |  |                         | 6,735,572 

See
accompanying notes.

13



OneLink Communications, Inc.

Consolidated Statements of Shareholders' Equity

|                                                         |  | Common Stock |  |   |        |  |   |            |   |   |         
|-------------------------------------------------------- |  | ------------ |  | - | ------ |  | - | ---------- | - | - | --------
|
|
|Balance at December 31, 1997                             |  | 4,991,696    |  | $ | 49,917 |  | $ | 8,467,125  |   | $ |        
|Exercise of stock warrants                               |  | 1,411        |  |   | 14     |  |   | (14        | ) |   |        
|Exercise of stock options                                |  | 22,500       |  |   | 225    |  |   | 22,275     |   |   |        
|Payments on contingent stockholder notes                 |  |             |  |   |       |  |   | (2,500     | ) |   |        
|Issuance of warrants for services                        |  |             |  |   |       |  |   | 5,000      |   |   |        
|Net loss                                                 |  |             |  |   |       |  |   |           |   |   |        
|                                                         |  |              |  |   |        |  |   |            |   |   |         
|Balance at December 31, 1998                             |  | 5,015,607    |  |   | 50,156 |  |   | 8,491,886  |   |   |        
|Exercise of stock warrants, net of issuance costs        |  | 2,010,000    |  |   | 20,100 |  |   | 2,032,258  |   |   |        
|Exercise of stock options                                |  | 114,985      |  |   | 1,150  |  |   | 167,278    |   |   |        
|Payments on contingent stockholder notes                 |  |             |  |   |       |  |   | (171,648   | ) |   |        
|Issuance of warrants for services                        |  |             |  |   |       |  |   | 27,899     |   |   |        
|Private placement of common stock, net of issuance costs |  | 2,000,000    |  |   | 20,000 |  |   | 3,302,609  |   |   |        
|Issuance of stock for stock subscription receivable      |  | 113,426      |  |   | 1,134  |  |   | 225,718    |   |   | (226,852
|Net loss                                                 |  |             |  |   |       |  |   |           |   |   |        
|                                                         |  |              |  |   |        |  |   |            |   |   |         
|Balance at December 31, 1999                             |  | 9,254,018    |  | $ | 92,540 |  | $ | 14,076,000 |   | $ | (226,852
|                                                         |  |              |  |   |        |  |   |            |   |   |         

See accompanying notes.

14



OneLink Communications, Inc.

Consolidated Statements of Cash Flows

|                                                                            |  | Year ended December 31, |           
|--------------------------------------------------------------------------- |  | ----------------------- | ----------
|
|Operating activities                                                        |  |                         |           
|Net loss                                                                    |  | $                       | (1,528,390
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                         |           
|Depreciation and amortization                                               |  |                         | 334,340   
|Write-down of assets                                                        |  |                         |          
|Warrants issued for services                                                |  |                         | 27,899    
|Gain on sale of property and equipment                                      |  |                         |          
|Changes in operating assets and liabilities:                                |  |                         |           
|Trade accounts receivable, net                                              |  |                         | (167,682  
|Minimum lease payments receivable                                           |  |                         |          
|Inventory, net                                                              |  |                         | 5,647     
|Prepaid expenses and deposits                                               |  |                         | (44,067   
|Investment in sales type leases                                             |  |                         |          
|Accounts payable, payroll and related taxes and accrued expenses            |  |                         | 453,684   
|Deferred revenue                                                            |  |                         | 39,982    
|                                                                            |  |                         |           
|Net cash used in operating activities                                       |  |                         | (878,587  
|                                                                            |  |                         |           
|Investing activities                                                        |  |                         |           
|Purchases of property and equipment                                         |  |                         | (1,180,376
|Proceeds from the sale of equipment                                         |  |                         |          
|                                                                            |  |                         |           
|Net cash provided by (used in) investing activities                         |  |                         | (1,180,376
|                                                                            |  |                         |           
|Financing activities                                                        |  |                         |           
|Payments on notes payable                                                   |  |                         | (3,414    
|Payments on contingent stockholder notes                                    |  |                         | (171,648  
|Proceeds from exercise of stock options                                     |  |                         | 168,428   
|Proceeds from private placement of common stock, net of issuance costs      |  |                         | 3,322,609 
|Proceeds from exercise of warrants, net of issuance costs                   |  |                         | 2,052,358 
|                                                                            |  |                         |           
|Net cash provided by (used in) financing activities                         |  |                         | 5,368,333 
|                                                                            |  |                         |           
|Increase (decrease) in cash and cash equivalents                            |  |                         | 3,309,370 
|Cash and cash equivalents at beginning of year                              |  |                         | 420,600   
|                                                                            |  |                         |           
|Cash and cash equivalents at end of year                                    |  | $                       | 3,729,970 
|                                                                            |  |                         |           
|Supplemental cash flow information:                                         |  |                         |           
|Cash paid for interest                                                      |  |                         | 21        
|Cash paid for income taxes                                                  |  |                         |          
|Noncash financing activities:                                               |  |                         |           
|Issuance of stock for stock subscription receivable                         |  | $                       | 226,852   
|Exercise of stock warrants                                                  |  |                         |          

See
accompanying notes.

15



## 

OneLink Communications, Inc.

Notes to Consolidated Financial Statements

1. Description of Business

OneLink Communications, Inc. (the "Company" or "OneLink") was incorporated in Minnesota in June 1990. The Company is a leading provider of
internet-delivered business intelligence services to the telecommunications industry. OneLink specializes in transforming raw telecommunications data into reports, containing information pertaining to
caller location, frequency of calls, unanswered calls, busy calls, etc. referred to in the industry as "business intelligence" that enables management to make better informed and more accurate
decisions. The Company markets its TeleSmart Data Services solutions to telecommunications providers who provide these services to their customers as value-added enhancements to strengthen customer
relationships and increase customer satisfaction, loyalty and retention.

Historically,
the Company has focused on the design, development and operation of interactive voice response (IVR) systems. OneLink's IVR systems facilitated caller information
transactions by collecting and distributing information, creating customer databases and accessing location-specific services by telephone on a fully automated basis. In 1998, the Company discontinued
the deployment and service of its interactive technologies and focused on becoming a management reporting and business intelligence partner for telephone companies.

2. Summary of Accounting Policies

Consolidated Financial Statements

The financial statements include the accounts of OneLink Communications, Inc. and its wholly-owned subsidiary, Provident Worldwide
Communications, Inc. ("Provident"). Provident was dissolved in 1998. All references to the Company in these financial statements relate to the consolidated entity. All significant intercompany
accounts and transactions are eliminated in consolidation.

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

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect 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.

16



The
Company has adopted the disclosure only provisions of Statement of Financial Accounting Standards No. 123,Accounting for Stock-Based
Compensation("Statement 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 Statement
123 been applied to the Company's stock options.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The balances, at times, may
exceed federally insured limits.

Inventory

Inventory is valued at the lower of cost (first-in, first-out), or market.

Property and Equipment

Property and equipment is stated at cost. Depreciation is recognized on the straight-line basis over the estimated useful life of the equipment.
Maintenance, repairs and minor renewals are expensed when incurred.

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 1999, the Company capitalized $747,857 of costs related to the implementation of
internal-use software, which is being amortized over its estimated useful life.

Income Taxes

The Company accounts for income taxes using the liability method. Deferred income taxes are provided for temporary differences between the financial reporting
and tax basis 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.

Fair Value of Financial Instruments

The carrying amounts for all financial instruments approximate fair value. The carrying amounts for cash, accounts receivable, accounts payable and accrued
expenses approximate fair value because of the short maturity of these instruments. The fair value of debt approximated the current rates at which the Company could borrow funds with similar remaining
maturities.

17



3. IVR Discontinued Operations

During 1998, the Company completed the discontinuance of its IVR operations and sold the IVR related assets of the segment. The operating results, sale of all
IVR assets and the related asset write-downs are accounted for as discontinued operations in the consolidated statements of operations. Based on the Company's net operating loss carryforwards (see
Note 8), no income tax expense was recorded for the year ended December 31, 1998. A summary of operations relating to discontinued operations is as follows for the year ended
December 31, 1998:

|Revenues                            |  | $ | 914,381
|----------------------------------- |  | - | -------
|Cost of revenues                    |  |   | 455,357
|                                    |  |  
|Gross profit                        |  |   | 459,024
|Operating and other expenses:       |  |   |        
|General and administrative          |  |   | 270,373
|                                    |  |  
|Income from discontinued operations |  | $ | 188,651
|                                    |  |  

4. Long-Term Debt

At December 31, 1998, the Company had outstanding notes payable and other long-term debt of $3,414. The outstanding debt was paid in full
during 1999.

5. Contingent Stockholder Notes Payable

In January 1994, the Company acquired 219,364 shares of common stock from two stockholders 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 exercise of
options under its stock option plan until the notes are paid in full. The Company is required to use 100 percent of any cash proceeds resulting from the exercise of options under the Plan to
pay down these obligations until these 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. Payments, consisting primarily of interest, of $171,648 and $2,500 were made on these promissory notes in 1999 and 1998. The principal balances
of the promissory notes are $466,317 and $478,212 as of December 31, 1999 and 1998.

6. Shareholders' Equity

The Company completed a private placement in 1999 in which it sold 2,000,000 shares of common stock, resulting in net proceeds to the Company of $3,322,609.

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 stockholder notes payable are made by the Company. The outstanding balance on the stock subscription receivable earns interest at 6%.

7. Warrants and Stock Options

In December 1998, the Board of Directors issued warrants to purchase 12,000 shares of the Company's common stock to an outside consultant in exchange
for consulting services. These warrants

18



have
an exercise price of $1.25 per share and are exercisable through December 1, 2003. The value of these warrants was determined to be $5,000.

During
1999, holders of 2,010,000 warrants exercised their warrants at exercise prices of $1.00 and $1.50. A total of 50,000 warrants were not exercised, and the Company redeemed
those at $.01 per warrant. Net proceeds to the Company were $2,052,358.

During
September and November 1999, the Board of Directors issued warrants to purchase 19,243 shares of the Company's common stock to outside consultants in exchange for
consulting services. These warrants have exercise prices of $1.32 to $1.57 per share and are exercisable at dates through November 15, 2004. The value of these warrants was determined to be
$27,899.

During
December 1999, the Board of Directors issued warrants in connection with the private placement to purchase 50,000 shares of the Company's common stock. These warrants
have an exercise price of $1.75 and are exercisable through January 26, 2005.

The
Company established a stock option plan in 1994 to provide incentives to employees whereby 750,000 shares of common stock have been reserved. 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. Increases in the stock option pool of an additional 1,500,000 and
750,000 shares were approved by shareholders, effective January 3, 1997 and May 25, 1999. The options generally vest over a period of four years and have a life of six to ten years.

At
December 31, 1999, the Company had exercisable options of 697,511 with a weighted average exercise price of $1.43 and a weighted average remaining contractual life of
7.5 years.

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

|                             |  | Options
Outstanding |   | Weighted
Average
Exercise Price
Per Share |      | Range of
Option
Exercise
Price |                | Warrants
Outstanding |            | Weighted
Average
Exercise Price
Per Share
|---------------------------- |  | ------------------- | - | ----------------------------------------- | ---- | ------------------------------ | -------------- | -------------------- | ---------- | -----------------------------------------
|Balance at December 31, 1997 |  | 1,868,111           |   | $                                         | 1.55 |                                | $.01 to $3.50  |                      | 2,885,928  |                                          
|Granted                      |  | 1,269,963           |   |                                           | 1.16 |                                | $.81 to $2.69  |                      | 12,000     |                                          
|Exercised                    |  | (22,500             | ) |                                           | 1.00 |                                | $1.00          |                      | (5,744     | )                                        
|Canceled                     |  | (1,160,579          | ) |                                           | 1.53 |                                | $.01 to $3.85  |                      | (183,557   | )                                        
|                             |  |                     |   |                                           |      |                                |                |                      |            |                                          
|Balance at December 31, 1998 |  | 1,954,995           |   |                                           | 1.31 |                                | $.81 to $3.50  |                      | 2,708,627  |                                          
|Granted                      |  | 543,330             |   |                                           | 1.50 |                                | $1.00 to $2.47 |                      | 69,243     |                                          
|Exercised or redeemed        |  | (114,985            | ) |                                           | 1.32 |                                | $1.00 to $1.88 |                      | (2,060,000 | )                                        
|Canceled                     |  | (181,763            | ) |                                           | 1.14 |                                | $1.00 to $2.38 |                      | (37,880    | )                                        
|                             |  |                     |   |                                           |      |                                |                |                      |            |                                          
|Balance at December 31, 1999 |  | 2,201,577           |   | $                                         | 1.37 |                                | $.81 to $3.50  |                      | 679,990    |                                          
|                             |  |                     |   |                                           |      |                                |                |                      |            |                                          

Stock-Based Compensation

Effective January 1, 1996, the Company adopted Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation
("SFAS 123"). SFAS 123 requires companies to recognize compensation expense associated with stock-based compensation plans over the anticipated

19



service
period based on the fair value of the award on the date of grant. However, SFAS 123 allows companies to continue to measure compensation costs prescribed by APB Opinion No. 25
"Accounting for Stock Issued to Employees" (APB 25). Companies electing to continue accounting for stock-based compensation plans under APB 25 must make pro forma disclosures of net loss and loss per
share, as if SFAS 123 had been adopted. The Company has continued to account for stock-based compensation plans under APB 25. The pro forma disclosure of the effect of SFAS 123 on net
loss and loss per share for the years ended December 31, 1999 and 1998 is presented below. The fair value of these options was estimated at the date of grant using a Black-Scholes option
pricing model with the following weighted-average assumptions for 1999 and 1998: risk-free interest rate of 6% and 4.5%, volatility factor of the expected market price of the Company's
common stock of .77 and .80, and an option life per the option agreement. Fair value calculations assume no dividends will be paid on the Company's common stock. The weighted average fair value of
options granted during the year ended December 31, 1999 was $1.10.

|                                                      |  | 1999 |            | 1998 |  
|----------------------------------------------------- |  | ---- | ---------- | ---- | -
|Pro forma net loss                                    |  | $    | (2,065,053 | )    | $
|Pro forma net loss per common sharebasic and diluted |  | $    | (.31       | )    | $

8. Income Taxes

The Company has net operating loss carryforwards of approximately $9,300,000 at December 31, 1999 expiring at various times beginning 2008 that can be
used to offset future taxable income. 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.

Components
of the deferred tax asset are as follows at December 31:

|                                 |  | 1999 |            | 1998 |  
|-------------------------------- |  | ---- | ---------- | ---- | -
|Net operating loss carryforwards |  |      | 3,153,000  |      |  
|Less: valuation allowance        |  |      | (3,153,000 | )    |  
|                                 |  |      |            |      |  
|Net deferred tax asset           |  | $    |           |      | $
|                                 |  |      |            |      |  

9. Retirement Savings Plan

The Company has a pre-tax salary reduction/profit sharing plan under the provisions of Section 401(k) of the Internal Revenue Code, which
covers employees meeting certain eligibility requirements. The plan does not currently allow for Company contributions.

10. Lease Commitment

The Company leases its administrative facilities under an operating lease. The lease requires monthly rental payments of $7,885 increasing to $8,914 over the
life of the lease and their prorata share of operating expenses. The current lease expires on June 30, 2003, with an option to extend the lease term for

20



an
additional five years. Rent expense, excluding operating expenses, was $92,565 and $89,564 for 1999 and 1998.

At
December 31, 1999, future minimum lease payments under operating leases are as follows:

|2000 |  |   | 96,679 
|---- |  | - | -------
|2001 |  |   | 100,793
|2002 |  |   | 104,907
|2003 |  |   | 53,482 
|     |  |  
|     |  | $ | 355,861
|     |  |  

11. Significant Customers

Revenues from continuing operations to two customers were 52% and 36% of revenues in 1999 and 54% and 41% of total trade accounts receivable at
December 31, 1999. Revenues from continuing operations to two customers were 66% and 17% of revenues in 1998 and 69% and 15% of total trade accounts receivable at December 31, 1998.

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

Effective July 28, 1998, our Board of Directors, acting on the recommendation of management, approved the engagement of Lund Koehler Cox & Arkema
LLP as our independent auditors for the
fiscal year ending December 31, 1998. Lund Koehler Cox & Arkema LLP replaces the firm of Ernst & Young LLP, which was dismissed as our independent auditors.

Ernst &
Young's report for the fiscal year ended December 31, 1997, contained an emphasis paragraph about our ability to continue as a going concern without obtaining
additional capital due to recurring losses and negative cash flows from operations. Ernst & Young's reports contained no adverse opinions, disclaimers, or qualifications or modifications as to
audit scope, accounting principles, or uncertainty, other than the previously mentioned uncertainty.

For
the fiscal year ended December 31, 1997, and for subsequent the interim period, there were no disagreements with Ernst & Young, LLP on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Ernst & Young, would have caused the firm to make
reference to the matter in its reports.

21



## 

PART III

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

Paul F. Lidsky,46, joined the Company as President and CEO in September 1997 with 15 years of
telecommunication experience. Prior to this, he served as the Executive Vice President, Strategy and Business Development for Norstan, Inc. In this position, he was responsible for the
development of corporate strategies, market positioning and new business development. This included the identification of acquisition targets and leadership of Norstan's acquisition teams. His prior
positions with Norstan included Executive Vice President-Norstan Integration Services, Vice President of Sales and General Manager of the Ohio Branch. Mr. Lidsky was a Product Manager with
Electronic Engineering Company when it was acquired by Norstan, Inc. in 1985.

Gregory H. Mohn,36, is Vice President of Business Development. Mr. Mohn founded OneLink in 1990 and is responsible for product
sales. Mr. Mohn has over ten years experience in the tecommunications industry and is the visionary behind OneLink's flagship product, TeleSmart Data Services. Prior to TeleSmart, he created
the first voice response enabled intelligent call routing system for multi-location businesses and created a proprietary geographical information system (GIS) that was the basis for precision routing.
Prior to founding the Company, Mr. Mohn founded a start-up venture using the predecessor to the technology used in the Company's first systems. He is a frequent speaker at
telecommunications conferences on topics such as how to attract and retain loyal business customers. Mr. Mohn holds a bachelor of arts in speech comunications from St. Cloud State University.

Kirk Danzl, 40, is Chief Technology Officer for OneLink. Mr. Danzl has over 15 years experience working in
telecommunications. Prior to joining the Company, he was Director of Information Services for Frontier Communications, Inc. At Frontier, Mr. Danzl was responsible for the project
management of several corporate-wide projects including network facilities consolidation and system integration. Prior to Frontier, he was responsible for the development and operations of
the mission critical billing, network management and end user systems for American Sharecom. American Sharecom was the nation's 10th largest long distance company before its merger with
Frontier.

Michael J. Anderson,53, joined the Company in April 1999 as Director of Product Marketing. Mr. Anderson has over
30 years of experience in the telecommunications industry. Prior to joining the Company, he was Sr. Director of Product Marketing at Norstan Communications, Inc. and was responsible for
the development of new lines of business including video conferencing, integrating voice, video and data services, and LAN/WAN solutions. Prior to Norstan, he was Vice President of R&D for Astocom
Corporation.

The
information required by Item 9 relating to election of directors and compliance with 16(a) of the Exchange Act is incorporated herein by reference to the sections labeled
"Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" respectively, which appear in the Company's definitive Proxy statement for its 2000 Annual meeting of
Shareholders.

Item 10.  Executive Compensation

The information required by Item 10 is incorporated by reference to the sections labeled "Executive Compensation" and "Compensation of Directors" in the
Company's Proxy Statement for its 2000
Annual meeting of Shareholders.

22



Item 11.  Security Ownership of Certain Beneficial Owners and Management

The information required by Item 11 is incorporated by reference to the section labeled "Security ownership of Certain Beneficial Owners and Management" in the
Company's Proxy Statement for its 2000 Annual meeting of Shareholders.

Item 12.  Certain Relationships and Related Transactions

During December 1999, the Company sold 113,426 shares of unregistered common stock to Gregory Mohn and received a stock subscription receivable for
$226,852 from Mr. Mohn, an officer of the Company. Payments on the stock subscription receivable are payable when payments on the contingent stockholder notes payable, held by Mr. Mohn,
are made by the Company. The outstanding balance on the stock subscription receivable earns interest at 6%. In addition, Mr. Mohn has pledged 113,426 shares of common stock that he currently
owns as collateral for the payment of his obligations.

Item 13.  Exhibits and Reports on Form 8-K

(a) Exhibits

|Exhibit
Number |  | Description                                                                                                                                                                                         
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | Articles of Incorporation of the Company, as amended (a)                                                                                                                                            
|4.2            |  | 1994 Stock Option Plan, as amended (a)                                                                                                                                                              
|10.12          |  | Stock Option Agreement with Ronald E. Eibensteiner effective September 4, 1996 (c)                                                                                                                  
|10.13          |  | Agreement Between US WEST Communications, Inc. and OneLink Communications, Inc., dated November 11, 1997 [The Company has received confidential treatment for portions of this agreement.] (d)      
|10.14          |  | Employment Agreement between Paul Lidsky and OneLink Communications, Inc. (d)                                                                                                                       
|10.15          |  | Stock Options Agreements with Paul Lidsky dated September 2, 1997 and November 19, 1997 (d)                                                                                                         
|10.16          |  | Agreement Between Cincinnati Bell Telephone Company and OneLink Communications, Inc., dated September 30, 1998 [The Company has received confidential treatment for portions of this agreement.] (e)
|23.1           |  | Consent of Lund Koehler Cox & Arkema, LLP for fiscal years ending December 31, 1998 and 1999(f)                                                                                                     
|24             |  | Power of Attorney (Included on signature page)                                                                                                                                                      
|27             |  | Financial Data Schedule (filed only in electronic format)                                                                                                                                           

---



23





(b) Reports on Form 8-K

The Company filed a report on Form 8-K on July 31, 1998 reporting under Item 4 a change in the Company's independent auditors.

The
Company filed a report on Form 8-K on May 11, 1999 reporting the Company's Press Release dated May 6, 1999, which contained the first quarter
earnings for the Company.

The
Company filed a report on Form 8-K on August 16, 1999 reporting the Company's Press Release dated July 29, 1999, which contained the second
quarter earnings for the Company.

24



SIGNATURES

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

|               |  | ONELINK COMMUNICATIONS, INC.
|-------------- |  | ----------------------------
|               |  | By:                         
|March 20, 2000 |  |                             

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by persons on behalf of the Registrant and in the capacities and on the dates
indicated. Each person whose signature to this report on Form 10-KSB appears below hereby constitutes and appoints Paul F. Lidsky and Ron Eibensteiner, and each of them, as
his or her true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his or her behalf individually and in the capacity stated below and to
perform any acts necessary to be done in order to file all amendments to this report on Form 10-KSB and any and all instruments or documents filed as part of or in connection with
this report on Form 10-KSB or the amendments thereto and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or
his substitutes, shall do or cause to be done by virtue hereof.

|/s/RONALD E. EIBENSTEINERBy:  Ronald E. Eibensteiner, Chairman of the Board
 & Director |  | March 20, 2000Date
|--------------------------------------------------------------------------------------- |  | ------------------
|/s/PAUL F. LIDSKYBy:  Paul F. Lidsky,President
CEO, CFO & Director                      |  | March 20, 2000Date
|/s/JOHN F. STAPLETONBy: John F. Stapleton,Director                                      |  | March 20, 2000Date
|/s/VIN WEBERBy: Vin Weber,Director                                                      |  | March 20, 2000Date
|/s/THOMAS M. KIEFFERBy: Thomas M. Kieffer,Director                                      |  | March 20, 2000Date

25



## QuickLinks