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SEC Company Response from PLANETLINK COMMUNICATIONS INC (CIK 0001123845) — Aug 24, 2005

PLANETLINK COMMUNICATIONS INC (CIK 0001123845)
Date: Aug. 24, 2005 · CIK: 0001123845 · Accession: 0001144204-05-026878

AI Filing Summary & Sentiment

Referenced dates: August 15, 2005

Date
August 22, 2005
Author
/s/
Form
CORRESP
Company
PLANETLINK COMMUNICATIONS INC (CIK 0001123845)

Letter

[GRAPHIC OMITTED] 10715 Gulfdale Suite 285 San Antonio, Tx 78216 210-442-2402 210-442-2405 Fax August 22, 2005 Mr. William Choi, Branch Chief Securities and Exchange Commission Washington D.C.

Dear Mr. Choi:

In response to your letter dated August 15, 2005, I offer the following as to your comments concerning PlanetLink's 10KSB for the period ending December 31, 2004:

1) Attached is the revised audit report from Kahn Boyd and Levychin ("KBL") using the correct form and wording as requested.

2) I think our current classification of the amortization expense of the company's capitalized software costs is appropriate for the year ended December 31, 2004 because it was only in the last quarter of 2004 that the company began recording revenue; prior to the last quarter the company was in the development stage. The revenue for 2004 was only $3,000; we were just beginning to ramp up our sales. While acknowledging the pronouncements in FASB 86, I would also like to suggest that it would not be applicable because we do not actually sell the software that we developed. We sell or lease devices which we purchase from a manufacturer that have the manufacturer's firmware embedded in the device. The device then utilizes our proprietary software, the Internet, a wireless provider and a mapping component to monitor our customer's fleet vehicles. Our software resides on our server; a copy of the software is never given to our customers as it would be if you bought a Microsoft Office product. The monitoring service we provide is via the Internet with communications from the device coming back to our server. The customer can then log into his account on the server to determine where his fleet vehicles are.

3) Attached the revised Exhibit 31.1 and the revised Item 8A discussion for the company's internal controls.

Upon your review of the information submitted and your response, PlanetLink Communications will file an amended 10KSB for the year ended December 31, 2004.

Sincerely,
/s/

Show Raw Text
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[GRAPHIC OMITTED]                                       10715 Gulfdale Suite 285
                                                        San Antonio, Tx 78216
                                                        210-442-2402
                                                        210-442-2405 Fax

August 22, 2005

Mr. William Choi,
Branch Chief
Securities and Exchange Commission
Washington D.C.

Dear Mr. Choi:

In response to your letter dated  August 15,  2005, I offer the  following as to
your comments  concerning  PlanetLink's 10KSB for the period ending December 31,
2004:

      1)    Attached is the  revised  audit  report from Kahn Boyd and  Levychin
            ("KBL") using the correct form and wording as requested.

      2)    I think our current  classification  of the amortization  expense of
            the company's capitalized software costs is appropriate for the year
            ended  December  31, 2004 because it was only in the last quarter of
            2004 that the company  began  recording  revenue;  prior to the last
            quarter the company was in the  development  stage.  The revenue for
            2004 was only $3,000;  we were just  beginning to ramp up our sales.
            While acknowledging the pronouncements in FASB 86, I would also like
            to  suggest  that  it  would  not be  applicable  because  we do not
            actually  sell  the  software  that we  developed.  We sell or lease
            devices  which  we  purchase  from  a  manufacturer  that  have  the
            manufacturer's  firmware  embedded  in the  device.  The device then
            utilizes our proprietary software, the Internet, a wireless provider
            and a mapping  component to monitor our customer's  fleet  vehicles.
            Our software  resides on our server; a copy of the software is never
            given to our  customers  as it would  be if you  bought a  Microsoft
            Office  product.  The  monitoring  service  we  provide  is via  the
            Internet  with  communications  from the device  coming  back to our
            server.  The customer can then log into his account on the server to
            determine where his fleet vehicles are.

      3)    Attached the revised Exhibit 31.1 and the revised Item 8A discussion
            for the company's internal controls.

Upon your review of the  information  submitted  and your  response,  PlanetLink
Communications will file an amended 10KSB for the year ended December 31, 2004.

Sincerely,

/s/

M. Dewey Bain
Chief Executive Officer and Chief Financial Officer

<PAGE>

PlanetLink Communications
Proposed Revised Item 8A
  For period ended December 31, 2005

ITEM 8A. CONTROLS AND PROCEDURES.

      Disclosure  controls and procedures are controls and other procedures that
are  designed to ensure that  information  required to be disclosed by us in the
reports that we file or submit  under the  Exchange Act is recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and  communicated  to our management,  including our
principal  executive  and financial  officers,  as  appropriate  to allow timely
decisions regarding required disclosure.

      Evaluation of disclosure and controls and procedures. As of the end of the
period  covered by this Annual  Report,  we conducted an  evaluation,  under the
supervision and with the  participation of our chief executive officer and chief
financial  officer,  of our  disclosure  controls and  procedures (as defined in
Rules  13a-15(e)  of the  Exchange  Act).  Based on this  evaluation,  our chief
executive  officer and chief  financial  officer  concluded  that our disclosure
controls and procedures are effective to ensure that information  required to be
disclosed  by us in reports  that we file or submit  under the  Exchange  Act is
recorded,  processed,  summarized and reported within the time periods specified
in Securities and Exchange  Commission rules and forms.  However, as a result of
the  restatement  of the year ended December 31, 2003, the Company has made some
changes in procedures and control. They are as follows:

      o     The  Company  has hired an  accounting  professional  to oversee all
            financial reporting.

      o     The Company has also  purchased an  integrated  financial  reporting
            package  which  separates  different  accounting  functions  such as
            accounts  receivable,  cash  disbursements,  etc.  thus allowing for
            greater   control  as  all  entries  are  not  recorded  as  just  a
            bookkeeping  entry.  All  bank   reconciliations  are  performed  in
            accordance with generally  accepted  accounting  procedures with any
            unusual  items being  researched.  All cash  receipts are tracked to
            either accounts  receivable or non-accounts  receivable receipts and
            recorded as applicable.

      o     The Company,  at the  recommendation of its Board of Directors,  has
            changed its certified public accounting firm.

      Changes in internal controls over financial reporting. There was no change
in our internal  controls,  which are included  within  disclosure  controls and
procedures,   during  our  most  recently  completed  fiscal  quarter  that  has
materially affected,  or is reasonably likely to materially affect, our internal
controls.

<PAGE>

                                                                    EXHIBIT 31.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

      I, M. Dewey Bain, certify that:

      1.    I have  reviewed  this annual  report on Form  10-KSB of  PlanetLink
Communications, Inc.;

      2.    Based on my  knowledge,  this  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 report;

      3.    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition,  results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

      4.    The small business  issuer's other  certifying  officer(s) and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control
over  financial  reporting  (as  defined in  Exchange  Act Rules  13a-15(f)  and
15d-15(f)) for the small business issuer and have:

            (a)   Designed such disclosure  controls and  procedures,  or caused
such disclosure controls and procedures to be designed under our supervision, to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;

            (b)   Designed such internal  control over financial  reporting,  or
caused such internal  control over financial  reporting to be designed under our
supervision,  to provide  reasonable  assurance  regarding  the  reliability  of
financial  reporting and the  preparation  of financial  statements for external
purposes in accordance with generally accepted accounting principles;

            (c)   Evaluated the  effectiveness  of the small  business  issuer's
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

            (d)   Disclosed  in this  report  any  change in the small  business
issuer's  internal  control over financial  reporting  that occurred  during the
small business  issuer's most recent fiscal quarter (the small business issuer's
fourth  fiscal  quarter  in the case of an annual  report)  that has  materially
affected,  or is reasonably  likely to  materially  affect,  the small  business
issuer's internal control over financial reporting; and

      5.    The small business  issuer's other certifying  officer(s) and I have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer's  board  of  directors  (or  persons
performing the equivalent functions):

<PAGE>

EXHIBIT 31.1
PAGE 2

            (a)   All significant  deficiencies  and material  weaknesses in the
design or  operation  of internal  control over  financial  reporting  which are
reasonably  likely to adversely  affect the small business  issuer's  ability to
record, process, summarize and report financial information; and

            (b)   Any fraud,  whether or not material,  that involves management
or other  employees who have a significant  role in the small business  issuer's
internal control over financial reporting.

Date: March 31, 2005

                                          /s/ M. Dewey Bain
                                          --------------------------------------
                                          M. Dewey Bain, Chief Executive Officer
                                          and Chief Financial Officer

<PAGE>

                   ------------------------------------------
                             KAHN BOYD LEVYCHIN, LLP
                   ------------------------------------------
                   CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

                          INDEPENDENT AUDITORS' REPORT

================================================================================

To the Board of Directors
Planetlink Communications, Inc.
Atlanta, Georgia

We have audited the  accompanying  balance sheets of Planetlink  Communications,
Inc. as of December 31, 2003 and 2002, and the related statements of operations,
changes in stockholders' deficit, 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 audit.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States of America).  Those standards require
that we plan and perform the audit to obtain reasonable  assurance about whether
the financial  statements are free of material  misstatement.  An audit includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides 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 Planetlink Communications, Inc.
as of December 31, 2003 and 2002, and the results of its operations and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the Unites States of America.

As discussed in Note 14 to the financial statements, certain errors were made in
the application of accounting principles, resulting in the understatement of the
previously reported net loss for the year ended December 31, 2002 of $4,754,075.
In addition,  these errors in the  application  of  accounting  principles  also
resulted in the understatement of both previously  reported  accumulated deficit
and  additional  paid-in  capital  for  the  year  ended  December  31,  2002 of
$7,033,987. These errors were discovered by the management of the Company in its
preparation  for the  issuance of the  financial  statements  for the year ended
December 31, 2003.  Accordingly  the  financial  statements  for the years ended
December 31, 2003, 2002 and 2001 have been restated to correct for these errors.

As further discussed in Note 14 to the financial statements, certain errors were
made by the  Company  in  classifying  a portion of loans it  received  from its
current  President  during the year ended  December  31,  2003 as revenue in the
statement of operations for that year.  Correction for the  misclassification of
loans advanced by the officer resulted in the  understatement  of the previously
reported net loss for the year ended  December  31, 2003 by  $356,481,  of which
$308,438 is attributed to the  previously  reported  revenue for that year being
overstated  and operating  expenses and interest  expense being  understated  by
$22,375 and $26,668, respectively. In addition, these errors also resulted in an
understatement of previously  reported total liabilities at December 31, 2003 by
$356,481 and an  understatement  of accumulated  deficit in the same amount.  As
such, the officer's loan payable as now reflected at December 31, 2003, based on
this second restatement of the financial  statements for the year ended December
31, 2003, is $307,438 higher than previously reported,  and accounts payable and
accrued expenses are $49,043 higher than previously reported.  These errors were
discovered by the management of the Company in conjunction  with reconciling the
amount due the officer with him in  anticipation  of The Company  paying off the
obligation,  and in the Company's  preparation for the issuance of the financial
statements for the year ended December 31, 2004.

--------------------------------------------------------------------------------
48 WALL STREET, 11TH FLOOR NEW YORK, NY 10005                     (212) 843-4100

<PAGE>

                   ------------------------------------------
                             KAHN BOYD LEVYCHIN, LLP
                   ------------------------------------------
                   CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

                          INDEPENDENT AUDITORS' REPORT

================================================================================

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 10 to the
financial statements, the Company has suffered recurring losses from operations,
and is  dependent  upon the sale of  equity  securities  to  provide  sufficient
working capital to maintain  continuity.  These circumstances create substantial
doubt about the Company's ability to continue as a going concern.  The financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

KAHN BOYD LEVYCHIN

Kahn Boyd Levychin,
Certified Public Accountants

May 3, 2004, except for information restated to correct for misclassification of
loan advances  received by the Company  during the year ended  December 31, 2003
previously  reflected  in revenue  for that year as to which the date is January
31, 2005 (Note 14) .

--------------------------------------------------------------------------------
48 WALL STREET, 11TH FLOOR NEW YORK, NY 10005                     (212) 843-4100

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