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SEC Company Response from PLANETLINK COMMUNICATIONS INC (CIK 0001123845) — Sep 14, 2005

PLANETLINK COMMUNICATIONS INC (CIK 0001123845)
Date: Sept. 14, 2005 · CIK: 0001123845 · Accession: 0001144204-05-028766

AI Filing Summary & Sentiment

Referenced dates: August 15, 2005

Date
September 13, 2005
Author
/s/
Form
CORRESP
Company
PLANETLINK COMMUNICATIONS INC (CIK 0001123845)

Letter

[LETTERHEAD OF PLANETLINK COMMUNICATIONS] 10715 Gulfdale Suite 285 San Antonio, Tx 78216 210-442-2402 210-442-2405 Fax September 13, 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) Regarding the amortization expense for software costs, I would also like to suggest that we, at the suggestion of our auditors, would like to classify the software as a capital asset in the Fixed Assets section of the balance sheet as we do not actually sell the software that we developed. It is for internal use only. 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 internal use 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.

4) PlanetLink Communications is a small company and costs are a concern. In all future filings PlanetLink will reclassify our internally use software to the Fixed Assets section of the balance sheet. We will also correct Item 8-A concerning Internal Controls as per the attachment and correct the Sarbanes-Oxley certification.

5) PlanetLink Communications acknowledges that the company is responsible for the adequacy and accuracy of its filings, that staff comments or changes in disclosures that resulted from staff comments do not foreclose the Commission from taking any action it may deem necessary with respect to the company's filings and that the company may not assert staff comments as a defense in any proceeding initiate by the Commission or any person under the federal securities laws of the United States

Sincerely,
/s/

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                   [LETTERHEAD OF PLANETLINK COMMUNICATIONS]

                                            10715 Gulfdale Suite 285
                                            San Antonio, Tx 78216
                                            210-442-2402
                                            210-442-2405 Fax

September 13, 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)    Regarding the amortization  expense for software costs, I would also
            like to suggest that we, at the  suggestion of our  auditors,  would
            like to classify the software as a capital asset in the Fixed Assets
            section of the balance sheet as we do not actually sell the software
            that we  developed.  It is for internal  use only.  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  internal  use  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.

      4)    PlanetLink  Communications  is a  small  company  and  costs  are  a
            concern.  In all  future  filings  PlanetLink  will  reclassify  our
            internally  use software to the Fixed Assets  section of the balance
            sheet. We will also correct Item 8-A concerning Internal Controls as
            per the attachment and correct the Sarbanes-Oxley certification.

      5)    PlanetLink   Communications   acknowledges   that  the   company  is
            responsible for the adequacy and accuracy of its filings, that staff
            comments or changes in disclosures that resulted from staff comments
            do not foreclose the  Commission  from taking any action it may deem
            necessary with respect to the company's filings and that the company
            may  not  assert  staff  comments  as a  defense  in any  proceeding
            initiate  by  the   Commission  or  any  person  under  the  federal
            securities laws of the United States

Sincerely,

/s/

M. Dewey Bain
Chief Executive Officer and Chief Financial Officer
<PAGE>

                     [LETTERHEAD OF 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 17 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 17 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 1 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.

/s/ 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 17) .

--------------------------------------------------------------------------------
48 Wall Street, 11th Floor New York, NY 10005                     (212) 843-4100
<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: September 13, 2005

                                            /s/ M. Dewey Bain
                                            ------------------------------
                                            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 re