-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VKYZz9QCqva74pk8ixJ+dv3nytX1q+kbpzX0CzXgWOw/QwFGbcyzn6N7fXYJymdD lDNxiU9Ug0gGnoD5PcBEDw== 0001072588-03-000404.txt : 20031124 0001072588-03-000404.hdr.sgml : 20031124 20031124154234 ACCESSION NUMBER: 0001072588-03-000404 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINK GROUP INC CENTRAL INDEX KEY: 0001145237 IRS NUMBER: 841263981 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-33031 FILM NUMBER: 031020681 BUSINESS ADDRESS: STREET 1: 7293 SO SHERMAN STREET CITY: LITTLETON STATE: CO ZIP: 80122 MAIL ADDRESS: STREET 1: 7293 SO SHERMAN STREET CITY: LITTLETON STATE: CO ZIP: 80122 FORMER COMPANY: FORMER CONFORMED NAME: WORLD ENVIROTECH INC DATE OF NAME CHANGE: 20010718 10QSB 1 lnkg10q903.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10QSB Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended Commission File Number - - ----------------- ---------------------- September 30, 2003 000-33031 THE LINK GROUP, INC. -------------------------- (Exact name of registrant as specified in its charter) Colorado 84-1263981 -------- ---------- (State of incorporation) (I.R.S. Employer Identification No.) Suite 950 - 789 West Pender Street, Vancouver, B.C. Canada V6C 1H2 -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (604) 689-4407 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 39,851,301 as of September 30, 2003 PART 1. FINANCIAL INFORMATION ITEM 1. Consolidated Financial Statements The Link Group, Inc. Notes to the Interim Consolidated Financial Statements September 30, 2003 and December 31, 2002 (Stated in US Dollars) - Page 10 THE LINK GROUP, INC. INTERIM CONSOLIDATED FINANCIAL STATEMENTS September 30, 2003 (Unaudited) (Stated in US Dollars)
THE LINK GROUP, INC. INTERIM CONSOLDIATED BALANCE SHEETS September 30, 2003 and December 31, 2002 (Unaudited) (Stated in US Dollars) (Unaudited) (Audited) September 30 December 31, ASSETS 2003 2002 ------ ---- ---- Current Cash $ 133,328 $ 11,717 Receivables - trade 102,222 26,405 - other 32,209 51,280 Inventory 179,873 227,240 Deposits and prepayment 21,723 22,868 Loan receivable - Note 4 128,200 - --------- --------- 597,555 339,510 Deferred investment costs 480,000 480,000 Property and equipment 227,739 338,613 --------- --------- $ 1,305,294 $ 1,158,123 ========= ========= LIABILITIES Current Bank indebtedness $ 128,203 $ - Accounts payable and accrued liabilities 43,161 94,911 Due to related parties 150,522 42,284 Deferred revenue 6,873 10,512 --------- --------- 328,759 147,707 Due to related parties - 980,000 Deferred tax 86,250 86,250 --------- --------- 415,009 1,213,957 --------- --------- STOCKHOLDER'S EQUITY (DEFICIENCY) Common stock - Note 7 Authorized: 200,000,000, $0.0001 par value Issued: 39,851,301 shares (December 31, 2002: 45,051,301) 3,985 4,505 Paid-in capital 2,476,299 1,317,979 Deficit ( 1,589,999) ( 1,378,318) --------- --------- 890,285 ( 55,834) --------- --------- $ 1,305,294 $ 1,158,123 ========= =========
THE LINK GROUP, INC. INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS for the three and nine months ended September 30, 2003 and 2002 (Unaudited) (Stated in US Dollars) Three months ended Nine months ended September 30, September 30, 2003 2002 2003 2002 ---- ---- ---- ---- Sales $ 74,149 $ 90,530 $ 265,674 $ 387,051 Cost of sales 29,146 51,217 130,991 200,138 ---------- ---------- ---------- ---------- Gross income 45,003 39,313 134,683 186,913 Other income - 318 51 318 ---------- ---------- ---------- ---------- 45,003 39,631 134,734 187,231 ---------- ---------- ---------- ---------- Expenses Amortization 55,143 60,099 112,589 174,273 Selling, general and administrative expenses 82,734 96,211 233,826 346,794 ---------- ---------- ---------- ---------- 137,877 156,310 346,415 521,067 ---------- ---------- ---------- ---------- Loss before income taxes ( 92,874) ( 116,679) ( 211,681) ( 333,836) Recovery of future income taxes - - - 133,178 ---------- ---------- ---------- ---------- Loss from continuing operations ( 92,874) ( 116,679) ( 211,681) ( 200,658) Loss from discontinued operations - ( 260,829) - ( 391,151) ---------- ---------- ---------- ---------- Net loss for the period $ ( 92,874) $ ( 377,508) $ ( 211,681) $ ( 591,809) ========== ========== ========== ========== Basic loss per share from continuing operations $ ( 0.00) $ ( 0.00) $ ( 0.00) $ ( 0.007) Basic loss per share from discontinued operations ========== ========== ========== ========== $ - $ ( 0.01) $ - $ ( 0.008) ========== ========== ========== ========== Basic and diluted loss per share $ ( 0.00) $ ( 0.01) $ ( 0.00) $ ( 0.015) ========== ========== ========== ========== Weighted average number of common shares outstanding 48,296,953 51,351,301 51,998,553 49,714,395 ========== ========== ========== ==========
THE LINK GROUP, INC. INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS for the nine months ended September 30, 2003 and 2002 (Unaudited) (Stated in US Dollars) Nine months ended September 30, 2003 2002 ---- ---- Operating Activities Net loss for the period from continuing operations $ ( 211,681) $ ( 200,658) Adjustment for non-cash items Amortization 112,589 174,273 Provision for future income taxes - ( 133,178) Change in working capital items Receivables ( 56,746) 127,170 Inventory 47,367 137,917 Deposit and prepayment 1,145 16,538 Accounts payable and accrued liabilities ( 51,750) ( 62,083) Deferred revenue ( 3,639) ( 44,100) -------- -------- Cash from (used in) operating activities ( 162,715) 15,879 -------- -------- Investing Activities Purchase of property and equipment ( 1,715) ( 131,704) Loans receivable ( 128,200) Other - ( 484) -------- -------- Cash used in investing activities ( 129,915) ( 132,188) -------- -------- Financing Activities Bank indebtedness 128,203 - Related party loans (repayments) - ( 300,000) Advances from related parties 108,238 - Repurchase of shares for cancellation ( 22,220) - Proceeds from issuance of common stock 200,000 600,300 -------- -------- Cash from financing activities 414,241 300,300 -------- -------- Increase in cash and cash equivalents from continuing operations 121,611 183,991 Cash flow used in discontinued operations - ( 391,151) -------- -------- Increase (decrease) in cash and cash equivalents during the period 121,611 ( 207,160) Cash, beginning of the period 11,717 247,813 -------- -------- Cash, end of the period $ 133,328 $ 40,653 ======== ======== .../Cont'd.
THE LINK GROUP, INC. Continued INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS for the nine months ended September 30, 2003 and 2002 (Unaudited) (Stated in US Dollars) Nine months ended September 30, 2003 2002 ---- ---- Supplementary disclosure of cash flow information Cash paid for: Interest $ - $ - ========= ======== Income taxes $ - $ - ========= ========
THE LINK GROUP, INC. INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) for the period from December 31, 2002 to September 30, 2003 (Unaudited) (Stated in US Dollars) Common Stock Paid-in --------------------------------------- Shares Amount Capital Deficit Totals ------ ------ ------- ------- ------ Balance, December 31, 2002 45,051,301 $ 4,505 $ 1,317,979 $ ( 1,378,318) $ ( 55,834) Issuance of common stock for cash - at $0.07 3,000,000 300 209,700 - 210,000 Less: commission - - ( 10,000) - ( 10,000) Issuance of common stock pursuant to agreements to settle debt- at $0.07 14,000,000 1,400 978,600 - 980,000 Cancellation of common stock pursuant to a repurchase agreement - at $0.001 (22,200,000) (2,220) ( 19,980) - ( 22,200) Net loss for the period - - - ( 211,681) ( 118,807) ---------- ------ ---------- ---------- -------- Balance, September 30, 2003 39,851,301 $ 3,985 $ 2,476,299 $ ( 1,589,999) $ 890,285 ========== ====== ========== ========== ========
THE LINK GROUP, INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS September 30, 2003 (Unaudited) (Stated in US Dollars) Note 1 Interim Reporting The accompanying unaudited interim financial statements have been prepared by The Link Group, Inc. (the "Company") pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with the annual audited financial statements for the Company for the fiscal year ended December 31, 2002, as filed with the United States Securities and Exchange Commission. The results of operations for the period ended September 30, 2003 are not indicative of the results that may be expected for the full year. Note 2 Nature of Operations The Company is engaged in the business of developing and marketing computer hardware and web-based surveillance monitoring and control systems. The Company's product is based on proprietary software, the use of which is subject to a license agreement. All operations are carried on outside of the United States of America. Note 3 Consolidation These interim consolidated financial statement include the accounts of the Company and its wholly-owned subsidiary, ProtectServe Pacific Limited ("PSP"), a Hong Kong company. All inter-company transactions and balances have been eliminated. Note 4 Loan Receivable The loan receivable is due March 11, 2004 and bears interest at 3% per annum. Note 5 Commitments - Note 7 ----------- The Company has entered into a licensing agreement for exclusive use in Pacific Asia of certain proprietary software related to its products. A license fee of $100 per copy is payable, with a minimum commitment to purchase 5000 copies over three years ending December 31, 2003. The Company can obtain unlimited use of the software by purchasing more than 5000 units before the three-year period or by paying $500,000 less license fees paid to date. Upon the purchase of 5,000 units, the Company will own the proprietary software. As at September 30, 2003, the Company has purchased 4,550 units. On March 21, 2003, the Company entered into an agreement to acquire an interest in Wise Media Investments Ltd., ("Wise Media") a company incorporated in Samoa, for consideration consisting of $1,000,000 and 36,000,000 common shares, subject to various conditions precedent. Wise Media, is engaged in the design and printing work in the publication business. As at September 30, 2003, none of the consideration had been paid in respect of this acquisition. Pursuant to an agreement dated February 20, 2003, the Company is committed to paying consulting fees in the amount of $32,050 (HK$250,000) in respect of an information memorandum on web based surveillance software and video and audio monitoring systems as follows: - - $8,012 (HK$62,500) on the date of the acceptance of the agreement (paid); - - $8,012 (HK$62,500) on the date of the delivery of the information memorandum to the Company; and - - $16,025 (HK$125,000) within 7 days of closing a private placement of not less than $5,000,000. Note 6 Non-cash Transaction Investing and financing activities that do not have a direct impact on current cash flows are excluded from the cash flow statement. During the nine months ended September 30, 2003, the Company issued 14,000,000 common shares at $0.07 per share to settle $980,000 owing to related parties as at December 31, 2002. This transaction has been excluded from the statement of cash flow. Note 7 Subsequent Event Subsequent to September 30, 2003, the Company issued 36,000,000 common shares to acquire 48% of Wise Media (Note 5). The remaining 52% may be purchased by the Company by the payment of $1,000,000. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information presented here should be read in conjunction with The Link Group, Inc.'s consolidated financial statements and related notes. In addition to historical information, the following discussion and other parts of this document contain certain forward-looking information. When used in this discussion, the words "believes," "anticipates," "expects," and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected due to a number of factors beyond the Company's control. The Company does not undertake to publicly update or revise any of its forward-looking statements even if experience or future changes show that the indicated results or events will not be realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Readers are also urged to carefully review and consider the Company's discussions regarding the various factors, which affect its business, included in this section and elsewhere in this report. RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2003 COMPARED TO THE SAME PERIOD IN 2002. For the quarter in 2003, sales of the company's products were $74,149 compared to $90,530 in the same three months in 2002. Revenue was generated from clients based both out of Hong Kong and mainland China. Cost of sales were $29,146 in the quarter in 2003. In the same period in 2002, cost of sales were $51,217. The selling, general and administrative expenses for the company were $82,734 in the three month period ended September 30, 2003 compared to $96,211 in 2002. Amortization was $55,143 in the period in 2003 compared to $60,099 in 2002. The net loss from the period in 2003 was $92,874 and for the same period of 2002 the net loss was $377,508. The net loss per share was nominal in the period in 2003 and in 2002. The trend of operating losses may continue in the forseeable future, until the company is able to generate revenues sufficient to cover operation expenses. RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003, COMPARED TO SAME PERIOD IN 2002 - -------------------------------------------------------------------------------- The company had reduced revenues from sales of products of $265,674 in the period in 2003 compared to $387,051 in the same period in 2002. The cost of sales was $130,991 and $200,138 in the period in 2003 and 2002 respectively. Gross income in the period was $134,683 in 2003 and $186,913 in 2002. The company incurred $346,415 in expenses in the period in 2003 compared to $521,067 in the period in 2002. There were amortization expenses of $112,589 and $174,273 in the periods in 2003 and 2002 respectively. The net loss from operations was $211,681 in 2003 and $591,809 in 2002 in the nine month period. The net loss per share was nominal in the period in 2003 compared to a net loss of ($.015) in the period in 2002. Trends: The company expects that the trend of no income and ongoing losses will continue in the future until a business combination has been made which may afford revenues and potential cash flows. No assurance can be made that any such combination will ever occur. LIQUIDITY AND CAPITAL RESOURCES The Company had $133,328 cash on hand at September 30, 2003 and $134,431 receivables, $179,873 in inventory and deposits and prepayments of $21,723 for $469,355 in current assets not including a loan receivable of $128,200 due on March 11, 2004. These amounts are deemed sufficient by us for continued operations at the current level this year. ITEM 3. CONTROLS AND PROCEDURES a. Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required. b. Changes in Internal Control over Financial Reporting: There were no changes in the Company's internal control over financial reporting identified in connection with the Company evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULT UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Reports on Form 8-K filed during the three months ended September 30, 2003. (incorporated by reference) 8-K filed 10-28-03 (b) Exhibits - Pursuant to Regulation S-K Exhibits - 31.1 - Section 302 Certification of Ernest CFO 31.2 - Section 302 Certification of Thomsen Lee CEO Exhibits - 32.1 - Section 906 Certification of Thomsen Lee CEO 32.2 - Section 906 Certification of Ernest Cheung CFO THE LINK GROUP, INC. SIGNATURES Pursuant to the requirements 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. THE LINK GROUP, INC. Date: November 19, 2003 /s/ Thomsen Lee ----------------------------- Thomsen Lee, President & CEO EX-31.1 2 ex31.txt CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT I, Thomsen Lee, certify that: 1. I have reviewed this quarterly report on Form 10QSB of The Link Group, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 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 quarterly 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 quarterly report (the "Evaluation Date"); and c) presented in this quarterly 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 functions): 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 quarterly report whether 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: November 20, 2003 /s/Thomsen Lee - ----------------------- Thomsen Lee, President EX-31.2 3 ex311cfo.txt CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT I, Ernest Cheung, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of The Link Group, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 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 quarterly 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 quarterly report (the "Evaluation Date"); and c) presented in this quarterly 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 functions): 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 quarterly report whether 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: November 20, 2003 /s/Ernest Cheung - ----------------------- Ernest Cheung, CFO EX-32.1 4 ex321.txt CERTIFICATION OF DISCLOSURE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of The Link Group, Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Thomsen Lee, Chief Executive Officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief: (1) I am the certifying Officer and I have reviewed the report being filed; (2) Based on my knowledge, the 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 the report; (3) Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of, and for, the periods presented in the report. (4) I and the other certifying officers are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in paragraph (c) of this section) for the issuer and have: i. Designed such disclosure controls and procedures to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made know to them by others within those entities, particularly during the period in which the periodic reports are being prepared; ii. Evaluated the effectiveness of the issuer's disclosure controls and procedures as of a date within 90 days prior to the filing date of the report ("Evaluation Date"); and iii. Presented in the report their conclusions about the effectiveness of the disclosure controls and procedures based on their evaluation as of the Evaluation Date; (5) I and the other certifying officers have disclosed, based on their most recent evaluation, to the issuer's auditors and the audit committee of the Board of Directors (or persons fulfilling the equivalent function); i. All significant deficiencies in the design or operation of internal controls which could adversely affect the issuer's ability to record, process, summarize and report financial data and have identified for the issuer's auditors any material weaknesses in internal controls; and ii. Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; and (6) I and the other certifying officers have indicated in the 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 their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: November 20, 2003 Officer: Thomsen Lee Name:/s/Thomsen Lee Thomsen Lee, President Position:Chief Executive Officer EX-32.2 5 ex322cfo.txt CERTIFICATION OF DISCLOSURE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of The Link Group, Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Ernest Cheung, Chief Financial Officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief: (1) I am the certifying Officer and I have reviewed the report being filed; (2) Based on my knowledge, the 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 the report; (3) Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of, and for, the periods presented in the report. (4) I and the other certifying officers are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in paragraph (c) of this section) for the issuer and have: i. Designed such disclosure controls and procedures to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made know to them by others within those entities, particularly during the period in which the periodic reports are being prepared; ii. Evaluated the effectiveness of the issuer's disclosure controls and procedures as of a date within 90 days prior to the filing date of the report ("Evaluation Date"); and iii. Presented in the report their conclusions about the effectiveness of the disclosure controls and procedures based on their evaluation as of the Evaluation Date; (5) I and the other certifying officers have disclosed, based on their most recent evaluation, to the issuer's auditors and the audit committee of the Board of Directors (or persons fulfilling the equivalent function); i. All significant deficiencies in the design or operation of internal controls which could adversely affect the issuer's ability to record, process, summarize and report financial data and have identified for the issuer's auditors any material weaknesses in internal controls; and ii. Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; and (6) I and the other certifying officers have indicated in the 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 their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: November 20, 2003 Officer: Ernest Cheung Name:/s/Ernest Cheung Ernest Cheung, CFO Position:Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----