U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.
                                      20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933


                         PLANETLINK COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

            Georgia                        5731                   58-2466623
   (State or jurisdiction of   (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization) Classification Code Number)  Identification No.)

                  1415 Bookhout Drive, Cumming, Georgia 30041;
                                 (678) 455-7075
 (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

              EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 3
                            (Full title of the Plan)

           M. Dewey Bain, 1415 Bookhout Drive, Cumming, Georgia 30041
                     (Name and address of agent for service)

                                 (678) 455-7075
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                           Proposed maximum
 Title of securities to       Amount to be         Proposed offering      aggregate offering          Amount of
     be registered             registered         price per share (1)            price            registration fee
----------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>                     <C>                     <C>
  Options to Purchase
  Common Stock, Common         50,000,000              $0.02 (2)              $1,000,000               $126.70
   Shares Underlying
        Options
----------------------------------------------------------------------------------------------------------------------
         Total                 50,000,000                                     $1,000,000               $126.70
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   The  Offering  Price  is  used  solely  for  purposes  of  estimating  the
      registration  fee  pursuant  to Rule  457(h)  promulgated  pursuant to the
      Securities Act of 1933.
(2)   This  Offering  Price  per Share is  established  pursuant  to the  option
      exercise price set forth in the Employee Stock Incentive Plan for the Year
      2004 No. 3, set forth in Exhibit 4.1 to this Form S-8.

<PAGE>

                                     PART I
              Information Required in the Section 10(a) Prospectus

ITEM 1.     PLAN INFORMATION.

            See Item 2 below.

ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

            The documents containing the information  specified in Part I, Items
1 and 2, will be delivered to each of the  participants  in accordance with Form
S-8 and Rule 428 promulgated  under the Securities Act of 1933. The participants
shall be provided a written  statement  notifying them that upon written or oral
request they will be provided, without charge, (i) the documents incorporated by
reference  in Item 3 of Part II of the  registration  statement,  and (ii) other
documents  required to be delivered  pursuant to Rule 428(b). The statement will
inform the  participants  that these documents are  incorporated by reference in
the Section 10(a)  prospectus,  and shall  include the address  (giving title or
department) and telephone number to which the request is to be directed.

                                    PART II
               Information Required in the Registration Statement

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following are hereby incorporated by reference:

                  (a) The  Registrant's  latest annual report on Form 10-KSB for
the fiscal year ended December 31, 2003, filed on April 14, 2004,  including the
amendment filed on August 23, 2004.

                  (b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities  Exchange Act of 1934 since the end of the fiscal year covered
by the Form 10-KSB referred to in (a) above.

                  (c) A description of the Registrant's  securities contained in
the Registration  Statement on Form 10-SB12G filed by the Registrant to register
the common stock under the Exchange Act,  including all amendments filed for the
purpose of updating such common stock description.

            All  documents  subsequently  filed by the  Registrant  pursuant  to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  registration  statement and to be part
thereof from the date of filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.     INTEREST OF NAMED EXPERTS AND COUNSEL.

            Other than as set forth below,  no named expert or counsel was hired
on a contingent  basis,  will receive a direct or indirect interest in the small
business  issuer,  or was a promoter,  underwriter,  voting  trustee,  director,
officer, or employee of the Registrant.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Our bylaws do not  contain a  provision  entitling  any  director or
executive officer to indemnification  against its liability under the Securities
Act.

            Section  14-2-851(a)  of  the  Georgia  Business   Corporation  Code
provides as follows:


                                       2
<PAGE>

      "(a) Except as otherwise  provided in this Code section, a corporation may
indemnify an individual  who is a party to a proceeding  because he or she is or
was a director against liability incurred in the proceeding if:


            "(1) Such individual conducted himself or herself in good faith; and


            "(2) Such individual reasonably believed:


                  "(A) In the case of conduct in his or her  official  capacity,
that such conduct was in the best interests of the corporation;


                  "(B) In all other  cases,  that such  conduct was at least not
opposed to the best interests of the corporation; and


                  "(C)  In  the  case  of  any  criminal  proceeding,  that  the
individual had no reasonable cause to believe such conduct was unlawful.


      "(b) A director's  conduct with respect to an employee  benefit plan for a
purpose  he or  she  believed  in  good  faith  to be in  the  interests  of the
participants  in and  beneficiaries  of the plan is conduct that  satisfies  the
requirement of subparagraph (a)(2)(B) of this Code section.


      "(c) The termination of a proceeding by judgment,  order,  settlement,  or
conviction,  or upon a plea of nolo  contendere  or its  equivalent  is not,  of
itself,  determinative  that the  director  did not meet the standard of conduct
described in this Code section.


      "(d) A corporation may not indemnify a director under this Code section.


            "(1) In  connection  with a  proceeding  by or in the  right  of the
corporation,  except for  reasonable  expenses  incurred in connection  with the
proceeding if it is determined  that the director has met the relevant  standard
of conduct under this Code section; or

            "(2) In connection  with any proceeding  with respect to conduct for
which he or she was  adjudged  liable on the basis  that  personal  benefit  was
improperly received by him or her, whether or not involving action in his or her
official capacity."


      The Georgia Business Corporation Code, stated herein, provides further for
permissive indemnification of officers and directors, as follows:


      Section  14-2-852  provides  that to the extent  that a director  has been
successful,  on the merits or  otherwise,  in the defense of any  proceeding  to
which he was a party, because he or she is or was a director of the corporation,
the  corporation  shall  indemnify  the  director  against  reasonable  expenses
incurred by the director in connection therewith.

      Section 14-2-853.


            "(a) A corporation  may,  before final  disposition of a proceeding,
advance  funds to pay for or reimburse  the  reasonable  expenses  incurred by a
director who is a party to a proceeding because he or she is a director if he or
she delivers to the corporation:


                  "(1) A written  affirmation  of his or her good  faith  belief
that he or she has  met the  relevant  standard  of  conduct  described  in Code
Section 14-2-851 or that the proceeding involves conduct for which liability has
been eliminated under a provision of the articles of incorporation as authorized
by paragraph (4) of subsection (b) of Code Section 14-2-202; and


                  "(2)  His  or her  written  undertaking  to  repay  any  funds
advanced if it is  ultimately  determined  that the  director is not entitled to
indemnification under this part.


                                       3
<PAGE>

            "(b) The undertaking  required by paragraph (2) of subsection (a) of
this Code section must be an unlimited  general  obligation  of the director but
need not be secured  and may be  accepted  without  reference  to the  financial
ability of the director to make repayment.


            "(c) Authorizations under this Code section shall be made:


                  "(1) By the board of directors:


                                    "(A) When there are two or more
disinterested  directors,  by a majority vote of all the disinterested directors
(a majority of whom shall for such purpose constitute a quorum) or by a majority
of the members of a committee of two or more disinterested  directors  appointed
by such a vote; or


                                    "(B) When there are fewer than two
disinterested  directors,  by the vote  necessary  for  action  by the  board in
accordance with subsection (c) of Code Section 14-2-824,  in which authorization
directors who do not qualify as disinterested directors may participate; or


                  "(2) By the shareholders,  but shares owned or voted under the
control  of a  director  who at the time  does not  qualify  as a  disinterested
director with respect to the proceeding may not be voted on the authorization.


      Section 14-2-854.

            "(a) A director who is a party to a proceeding  because he or she is
a director  may apply for  indemnification  or advance for expenses to the court
conducting the proceeding or to another court of competent  jurisdiction.  After
receipt of an  application  and after giving any notice it considers  necessary,
the court shall:


                  "(1) Order  indemnification  or  advance  for  expenses  if it
determines that the director is entitled to indemnification under this part; or


                  "(2) Order  indemnification  or  advance  for  expenses  if it
determines,  in view  of all the  relevant  circumstances,  that it is fair  and
reasonable  to indemnify  the director or to advance  expenses to the  director,
even if the director  has not met the relevant  standard of conduct set forth in
subsections  (a) and (b) of Code  Section  14-2-851,  failed to comply with Code
Section  14-2-853,  or  was  adjudged  liable  in a  proceeding  referred  to in
paragraph  (1) or (2) of  subsection  (d) of Code Section  14-2-851,  but if the
director  was  adjudged  so  liable,  the  indemnification  shall be  limited to
reasonable expenses incurred in connection with the proceeding.


            "(b) If the  court  determines  that the  director  is  entitled  to
indemnification  or advance for expenses  under this part, it may also order the
corporation   to  pay  the   director<180>s   reasonable   expenses   to  obtain
court-ordered indemnification or advance for expenses.


      Section 14-2-855.


            "(a) A corporation  may not indemnify a director  under Code Section
14-2-851 unless  authorized  thereunder and a determination  has been made for a
specific  proceeding that  indemnification of the director is permissible in the
circumstances  because he or she has met the  relevant  standard  of conduct set
forth in Code Section 14-2-851.


            "(b) The determination shall be made:


                  "(1) If there are two or more disinterested  directors, by the
board of  directors  by a majority  vote of all the  disinterested  directors (a
majority of whom shall for such purpose constitute a quorum) or by a majority of
the members of a committee of two or more disinterested  directors  appointed by
such a vote;


                  "(2) By special legal counsel:


                                    "(A) Selected in the manner prescribed in
paragraph (1) of this subsection; or


                                       4
<PAGE>

                                    "(B) If there are fewer than two
disinterested directors,  selected by the board of directors (in which selection
directors who do not qualify as disinterested directors may participate); or

                  "(3) By the  shareholders,  but shares owned by or voted under
the control of a director  who at the time does not  qualify as a  disinterested
director may not be voted on the determination.


            "(c)  Authorization of indemnification or an obligation to indemnify
and evaluation as to reasonableness of expenses shall be made in the same manner
as the determination that  indemnification is permissible,  except that if there
are fewer than two  disinterested  directors or if the  determination is made by
special legal counsel,  authorization  of  indemnification  and evaluation as to
reasonableness  of expenses shall be made by those  entitled under  subparagraph
(b)(2)(B) of this Code section to select special legal counsel.


      Section 14-2-856.


            "(a) If  authorized  by the  articles of  incorporation  or a bylaw,
contract,  or resolution  approved or ratified by the shareholders by a majority
of the votes entitled to be cast, a corporation may indemnify or obligate itself
to  indemnify a director  made a party to a  proceeding  including a  proceeding
brought by or in the right of the corporation, without regard to the limitations
in other Code sections of this part, but shares owned or voted under the control
of a director who at the time does not qualify as a disinterested  director with
respect to any existing or  threatened  proceeding  that would be covered by the
authorization may not be voted on the authorization.


            "(b) The corporation  shall not indemnify a director under this Code
section for any  liability  incurred in a  proceeding  in which the  director is
adjudged liable to the corporation or is subjected to injunctive relief in favor
of the corporation:


                  "(1) For any appropriation, in violation of the director<180>s
duties, of any business opportunity of the corporation;


                  "(2)  For  acts  or  omissions   which   involve   intentional
misconduct or a knowing violation of law;


                  "(3) For the  types of  liability  set  forth in Code  Section
14-2-832; or


                  "(4) For any  transaction  from  which he or she  received  an
improper personal benefit.


            "(c)  Where  approved  or  authorized  in the  manner  described  in
subsection  (a) of this Code  section,  a  corporation  may advance or reimburse
expenses incurred in advance of final disposition of the proceeding only if:


                  "(1)  The  director   furnishes  the   corporation  a  written
affirmation  of his or her good faith  belief that his or her  conduct  does not
constitute  behavior  of the  kind  described  in  subsection  (b) of this  Code
section; and


                  "(2)  The  director   furnishes  the   corporation  a  written
undertaking,  executed personally or on his or her behalf, to repay any advances
if  it  is  ultimately   determined   that  the  director  is  not  entitled  to
indemnification under this Code section.

      Section 14-2-857.


      "(a) A corporation  may indemnify and advance  expenses under this part to
an officer of the corporation  who is a party to a proceeding  because he or she
is an officer of the corporation:


            "(1) To the same extent as a director; and


            "(2) If he or she is not a director,  to such further  extent as may
be provided by the articles of  incorporation,  the bylaws,  a resolution of the
board of directors, or contract except for liability arising out of conduct that
constitutes:


                                       5
<PAGE>

                           "(A) Appropriation, in violation of his or her
duties, of any business opportunity of the corporation;


                           "(B) Acts or omissions which involve intentional
misconduct or a knowing violation of law;


                           "(C) The types of liability set forth in Code Section
14-2-832; or


                           "(D) Receipt of an improper personal benefit.


            "(b) The  provisions of paragraph (2) of subsection (a) of this Code
      section shall apply to an officer who is also a director if the sole basis
      on which he or she is made a party to the proceeding is an act or omission
      solely as an officer.


      "(c) An officer of a  corporation  who is not a director  is  entitled  to
mandatory  indemnification under Code Section 14-2-852, and may apply to a court
under Code Section  14-2-854 for  indemnification  or advances for expenses,  in
each  case  to  the  same  extent  to  which  a  director  may  be  entitled  to
indemnification or advances for expenses under those provisions.


      "(d) A corporation may also indemnify and advance  expenses to an employee
or agent who is not a director to the  extent,  consistent  with public  policy,
that may be  provided  by its  articles  of  incorporation,  bylaws,  general or
specific action of its board of directors, or contract."

      The foregoing rights of  indemnification  are not intended to be exclusive
of any other right to which those  indemnified may be entitled,  and the Company
has  reserved  the  right to  provide  additional  indemnity  and  rights to its
directors,  officers, employees or agents to the extent they are consistent with
law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The  Exhibits  required  by Item 601 of  Regulation  S-B,  and an index
thereto, are attached.

ITEM 9.  UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

            (a) (1) To file,  during  any  period  in which  offers or sales are
being made, a post-effective amendment to this registration statement:  (iii) To
include any material  information  with respect to the plan of distribution  not
previously  disclosed in the  registration  statement or any material  change to
such information in the registration statement;

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

            (b) That,  for  purposes  of  determining  any  liability  under the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to section 13(a) or section 15(d) of the  Securities  Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report


                                       6
<PAGE>

pursuant  to  section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (c) To deliver or cause to be delivered with the prospectus, to each
person to whom the  prospectus  is sent or given,  the latest  annual  report to
security  holders  that is  incorporated  by  reference  in the  prospectus  and
furnished  pursuant to and meeting the  requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act of  1934;  and,  where  interim  financial
information  required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus,  to deliver, or cause to be delivered to each person to
whom the  prospectus  is sent or given,  the  latest  quarterly  report  that is
specifically incorporated by reference in the prospectus to provide such interim
financial information

            (d) That insofar as  indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Cumming, Georgia, on November 10, 2004.


                                       PLANETLINK COMMUNICATIONS, INC.



                                       By /s/ M. Dewey Bain
                                         --------------------------------------
                                           M. Dewey Bain, President


                                       7
<PAGE>

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Signature                      Title                         Date

/s/ Harold Jackson                Chairman                 November 10, 2004
-------------------
Harold Jackson

/s/ M. Dewey Bain     President, Treasurer, and Director   November 10, 2004
-------------------
M. Dewey Bain

/s/ Jonathan Rosser                 Director               November 10, 2004
-------------------
Jonathan Rosser

/s/ Darrell Carver                  Director               November 10, 2004
-------------------
Darrell Carver


















                                       8
<PAGE>

                                  EXHIBIT INDEX

     EXHIBIT NO.                    DESCRIPTION
     -----------                    -----------

         4.1               Employee Stock Incentive Plan for the Year 2004 No. 3
         5                 Opinion Re: Legality
         23.1              Consent of Accountants
         23.2              Consent of Counsel


























                                       9
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{"company-data": {"conformed-name": "PLANETLINK COMMUNICATIONS INC", "cik": "0001123845", "assigned-sic": "5731", "irs-number": "582466623", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120693", "film-number": "041163658"}, "business-address": {"street1": "165 WEST WIEUCA ROAD", "street2": "SUITE 205", "city": "ATLANTA", "state": "GA", "zip": "30342", "phone": "404-8430123"}, "former-company": {"former-conformed-name": "FIFTH AVENUE ACQUISITION I CORP", "date-changed": "20000914"}}
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.
                                      20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                         PLANETLINK COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

            Georgia                        5731                   58-2466623
   (State or jurisdiction of   (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization) Classification Code Number)  Identification No.)

                  1415 Bookhout Drive, Cumming, Georgia 30041;
                                 (678) 455-7075
 (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

              EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 3
                            (Full title of the Plan)

           M. Dewey Bain, 1415 Bookhout Drive, Cumming, Georgia 30041
                     (Name and address of agent for service)

                                 (678) 455-7075
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                                           Proposed maximum
 Title of securities to       Amount to be         Proposed offering      aggregate offering          Amount of
     be registered             registered         price per share (1)            price            registration fee
----------------------------------------------------------------------------------------------------------------------
Options to Purchase
  Common Stock, Common         50,000,000              $0.02 (2)              $1,000,000               $126.70
   Shares Underlying
        Options
----------------------------------------------------------------------------------------------------------------------
         Total                 50,000,000                                     $1,000,000               $126.70
----------------------------------------------------------------------------------------------------------------------
(1)   The  Offering  Price  is  used  solely  for  purposes  of  estimating  the
      registration  fee  pursuant  to Rule  457(h)  promulgated  pursuant to the
      Securities Act of 1933.
(2)   This  Offering  Price  per Share is  established  pursuant  to the  option
      exercise price set forth in the Employee Stock Incentive Plan for the Year
      2004 No. 3, set forth in Exhibit 4.1 to this Form S-8.
PART I
              Information Required in the Section 10(a) Prospectus

ITEM 1.     PLAN INFORMATION.

            See Item 2 below.

ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

            The documents containing the information  specified in Part I, Items
1 and 2, will be delivered to each of the  participants  in accordance with Form
S-8 and Rule 428 promulgated  under the Securities Act of 1933. The participants
shall be provided a written  statement  notifying them that upon written or oral
request they will be provided, without charge, (i) the documents incorporated by
reference  in Item 3 of Part II of the  registration  statement,  and (ii) other
documents  required to be delivered  pursuant to Rule 428(b). The statement will
inform the  participants  that these documents are  incorporated by reference in
the Section 10(a)  prospectus,  and shall  include the address  (giving title or
department) and telephone number to which the request is to be directed.

                                    PART II
               Information Required in the Registration Statement

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following are hereby incorporated by reference:

                  (a) The  Registrant's  latest annual report on Form 10-KSB for
the fiscal year ended December 31, 2003, filed on April 14, 2004,  including the
amendment filed on August 23, 2004.

                  (b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities  Exchange Act of 1934 since the end of the fiscal year covered
by the Form 10-KSB referred to in (a) above.

                  (c) A description of the Registrant's  securities contained in
the Registration  Statement on Form 10-SB12G filed by the Registrant to register
the common stock under the Exchange Act,  including all amendments filed for the
purpose of updating such common stock description.

            All  documents  subsequently  filed by the  Registrant  pursuant  to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  registration  statement and to be part
thereof from the date of filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.     INTEREST OF NAMED EXPERTS AND COUNSEL.

            Other than as set forth below,  no named expert or counsel was hired
on a contingent  basis,  will receive a direct or indirect interest in the small
business  issuer,  or was a promoter,  underwriter,  voting  trustee,  director,
officer, or employee of the Registrant.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Our bylaws do not  contain a  provision  entitling  any  director or
executive officer to indemnification  against its liability under the Securities
Act.

            Section  14-2-851(a)  of  the  Georgia  Business   Corporation  Code
provides as follows:

                                       2
"(a) Except as otherwise  provided in this Code section, a corporation may
indemnify an individual  who is a party to a proceeding  because he or she is or
was a director against liability incurred in the proceeding if:

            "(1) Such individual conducted himself or herself in good faith; and

            "(2) Such individual reasonably believed:

                  "(A) In the case of conduct in his or her  official  capacity,
that such conduct was in the best interests of the corporation;

                  "(B) In all other  cases,  that such  conduct was at least not
opposed to the best interests of the corporation; and

                  "(C)  In  the  case  of  any  criminal  proceeding,  that  the
individual had no reasonable cause to believe such conduct was unlawful.

      "(b) A director's  conduct with respect to an employee  benefit plan for a
purpose  he or  she  believed  in  good  faith  to be in  the  interests  of the
participants  in and  beneficiaries  of the plan is conduct that  satisfies  the
requirement of subparagraph (a)(2)(B) of this Code section.

      "(c) The termination of a proceeding by judgment,  order,  settlement,  or
conviction,  or upon a plea of nolo  contendere  or its  equivalent  is not,  of
itself,  determinative  that the  director  did not meet the standard of conduct
described in this Code section.

      "(d) A corporation may not indemnify a director under this Code section.

            "(1) In  connection  with a  proceeding  by or in the  right  of the
corporation,  except for  reasonable  expenses  incurred in connection  with the
proceeding if it is determined  that the director has met the relevant  standard
of conduct under this Code section; or

            "(2) In connection  with any proceeding  with respect to conduct for
which he or she was  adjudged  liable on the basis  that  personal  benefit  was
improperly received by him or her, whether or not involving action in his or her
official capacity."

      The Georgia Business Corporation Code, stated herein, provides further for
permissive indemnification of officers and directors, as follows:

      Section  14-2-852  provides  that to the extent  that a director  has been
successful,  on the merits or  otherwise,  in the defense of any  proceeding  to
which he was a party, because he or she is or was a director of the corporation,
the  corporation  shall  indemnify  the  director  against  reasonable  expenses
incurred by the director in connection therewith.

      Section 14-2-853.

            "(a) A corporation  may,  before final  disposition of a proceeding,
advance  funds to pay for or reimburse  the  reasonable  expenses  incurred by a
director who is a party to a proceeding because he or she is a director if he or
she delivers to the corporation:

                  "(1) A written  affirmation  of his or her good  faith  belief
that he or she has  met the  relevant  standard  of  conduct  described  in Code
Section 14-2-851 or that the proceeding involves conduct for which liability has
been eliminated under a provision of the articles of incorporation as authorized
by paragraph (4) of subsection (b) of Code Section 14-2-202; and

                  "(2)  His  or her  written  undertaking  to  repay  any  funds
advanced if it is  ultimately  determined  that the  director is not entitled to
indemnification under this part.

                                       3
"(b) The undertaking  required by paragraph (2) of subsection (a) of
this Code section must be an unlimited  general  obligation  of the director but
need not be secured  and may be  accepted  without  reference  to the  financial
ability of the director to make repayment.

            "(c) Authorizations under this Code section shall be made:

                  "(1) By the board of directors:

                                    "(A) When there are two or more
disinterested  directors,  by a majority vote of all the disinterested directors
(a majority of whom shall for such purpose constitute a quorum) or by a majority
of the members of a committee of two or more disinterested  directors  appointed
by such a vote; or

                                    "(B) When there are fewer than two
disinterested  directors,  by the vote  necessary  for  action  by the  board in
accordance with subsection (c) of Code Section 14-2-824,  in which authorization
directors who do not qualify as disinterested directors may participate; or

                  "(2) By the shareholders,  but shares owned or voted under the
control  of a  director  who at the time  does not  qualify  as a  disinterested
director with respect to the proceeding may not be voted on the authorization.

      Section 14-2-854.

            "(a) A director who is a party to a proceeding  because he or she is
a director  may apply for  indemnification  or advance for expenses to the court
conducting the proceeding or to another court of competent  jurisdiction.  After
receipt of an  application  and after giving any notice it considers  necessary,
the court shall:

                  "(1) Order  indemnification  or  advance  for  expenses  if it
determines that the director is entitled to indemnification under this part; or

                  "(2) Order  indemnification  or  advance  for  expenses  if it
determines,  in view  of all the  relevant  circumstances,  that it is fair  and
reasonable  to indemnify  the director or to advance  expenses to the  director,
even if the director  has not met the relevant  standard of conduct set forth in
subsections  (a) and (b) of Code  Section  14-2-851,  failed to comply with Code
Section  14-2-853,  or  was  adjudged  liable  in a  proceeding  referred  to in
paragraph  (1) or (2) of  subsection  (d) of Code Section  14-2-851,  but if the
director  was  adjudged  so  liable,  the  indemnification  shall be  limited to
reasonable expenses incurred in connection with the proceeding.

            "(b) If the  court  determines  that the  director  is  entitled  to
indemnification  or advance for expenses  under this part, it may also order the
corporation   to  pay  the   director<180>s   reasonable   expenses   to  obtain
court-ordered indemnification or advance for expenses.

      Section 14-2-855.

            "(a) A corporation  may not indemnify a director  under Code Section
14-2-851 unless  authorized  thereunder and a determination  has been made for a
specific  proceeding that  indemnification of the director is permissible in the
circumstances  because he or she has met the  relevant  standard  of conduct set
forth in Code Section 14-2-851.

            "(b) The determination shall be made:

                  "(1) If there are two or more disinterested  directors, by the
board of  directors  by a majority  vote of all the  disinterested  directors (a
majority of whom shall for such purpose constitute a quorum) or by a majority of
the members of a committee of two or more disinterested  directors  appointed by
such a vote;

                  "(2) By special legal counsel:

                                    "(A) Selected in the manner prescribed in
paragraph (1) of this subsection; or

                                       4
"(B) If there are fewer than two
disinterested directors,  selected by the board of directors (in which selection
directors who do not qualify as disinterested directors may participate); or

                  "(3) By the  shareholders,  but shares owned by or voted under
the control of a director  who at the time does not  qualify as a  disinterested
director may not be voted on the determination.

            "(c)  Authorization of indemnification or an obligation to indemnify
and evaluation as to reasonableness of expenses shall be made in the same manner
as the determination that  indemnification is permissible,  except that if there
are fewer than two  disinterested  directors or if the  determination is made by
special legal counsel,  authorization  of  indemnification  and evaluation as to
reasonableness  of expenses shall be made by those  entitled under  subparagraph
(b)(2)(B) of this Code section to select special legal counsel.

      Section 14-2-856.

            "(a) If  authorized  by the  articles of  incorporation  or a bylaw,
contract,  or resolution  approved or ratified by the shareholders by a majority
of the votes entitled to be cast, a corporation may indemnify or obligate itself
to  indemnify a director  made a party to a  proceeding  including a  proceeding
brought by or in the right of the corporation, without regard to the limitations
in other Code sections of this part, but shares owned or voted under the control
of a director who at the time does not qualify as a disinterested  director with
respect to any existing or  threatened  proceeding  that would be covered by the
authorization may not be voted on the authorization.

            "(b) The corporation  shall not indemnify a director under this Code
section for any  liability  incurred in a  proceeding  in which the  director is
adjudged liable to the corporation or is subjected to injunctive relief in favor
of the corporation:

                  "(1) For any appropriation, in violation of the director<180>s
duties, of any business opportunity of the corporation;

                  "(2)  For  acts  or  omissions   which   involve   intentional
misconduct or a knowing violation of law;

                  "(3) For the  types of  liability  set  forth in Code  Section
14-2-832; or

                  "(4) For any  transaction  from  which he or she  received  an
improper personal benefit.

            "(c)  Where  approved  or  authorized  in the  manner  described  in
subsection  (a) of this Code  section,  a  corporation  may advance or reimburse
expenses incurred in advance of final disposition of the proceeding only if:

                  "(1)  The  director   furnishes  the   corporation  a  written
affirmation  of his or her good faith  belief that his or her  conduct  does not
constitute  behavior  of the  kind  described  in  subsection  (b) of this  Code
section; and

                  "(2)  The  director   furnishes  the   corporation  a  written
undertaking,  executed personally or on his or her behalf, to repay any advances
if  it  is  ultimately   determined   that  the  director  is  not  entitled  to
indemnification under this Code section.

      Section 14-2-857.

      "(a) A corporation  may indemnify and advance  expenses under this part to
an officer of the corporation  who is a party to a proceeding  because he or she
is an officer of the corporation:

            "(1) To the same extent as a director; and

            "(2) If he or she is not a director,  to such further  extent as may
be provided by the articles of  incorporation,  the bylaws,  a resolution of the
board of directors, or contract except for liability arising out of conduct that
constitutes:

                                       5
"(A) Appropriation, in violation of his or her
duties, of any business opportunity of the corporation;

                           "(B) Acts or omissions which involve intentional
misconduct or a knowing violation of law;

                           "(C) The types of liability set forth in Code Section
14-2-832; or

                           "(D) Receipt of an improper personal benefit.

            "(b) The  provisions of paragraph (2) of subsection (a) of this Code
      section shall apply to an officer who is also a director if the sole basis
      on which he or she is made a party to the proceeding is an act or omission
      solely as an officer.

      "(c) An officer of a  corporation  who is not a director  is  entitled  to
mandatory  indemnification under Code Section 14-2-852, and may apply to a court
under Code Section  14-2-854 for  indemnification  or advances for expenses,  in
each  case  to  the  same  extent  to  which  a  director  may  be  entitled  to
indemnification or advances for expenses under those provisions.

      "(d) A corporation may also indemnify and advance  expenses to an employee
or agent who is not a director to the  extent,  consistent  with public  policy,
that may be  provided  by its  articles  of  incorporation,  bylaws,  general or
specific action of its board of directors, or contract."

      The foregoing rights of  indemnification  are not intended to be exclusive
of any other right to which those  indemnified may be entitled,  and the Company
has  reserved  the  right to  provide  additional  indemnity  and  rights to its
directors,  officers, employees or agents to the extent they are consistent with
law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The  Exhibits  required  by Item 601 of  Regulation  S-B,  and an index
thereto, are attached.

ITEM 9.  UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

            (a) (1) To file,  during  any  period  in which  offers or sales are
being made, a post-effective amendment to this registration statement:  (iii) To
include any material  information  with respect to the plan of distribution  not
previously  disclosed in the  registration  statement or any material  change to
such information in the registration statement;

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

            (b) That,  for  purposes  of  determining  any  liability  under the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to section 13(a) or section 15(d) of the  Securities  Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report

                                       6
pursuant  to  section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (c) To deliver or cause to be delivered with the prospectus, to each
person to whom the  prospectus  is sent or given,  the latest  annual  report to
security  holders  that is  incorporated  by  reference  in the  prospectus  and
furnished  pursuant to and meeting the  requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act of  1934;  and,  where  interim  financial
information  required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus,  to deliver, or cause to be delivered to each person to
whom the  prospectus  is sent or given,  the  latest  quarterly  report  that is
specifically incorporated by reference in the prospectus to provide such interim
financial information

            (d) That insofar as  indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Cumming, Georgia, on November 10, 2004.

                                       PLANETLINK COMMUNICATIONS, INC.

                                       By /s/ M. Dewey Bain
                                         --------------------------------------
                                           M. Dewey Bain, President

                                       7
Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Signature                      Title                         Date

/s/ Harold Jackson                Chairman                 November 10, 2004
-------------------
Harold Jackson

/s/ M. Dewey Bain     President, Treasurer, and Director   November 10, 2004
-------------------
M. Dewey Bain

/s/ Jonathan Rosser                 Director               November 10, 2004
-------------------
Jonathan Rosser

/s/ Darrell Carver                  Director               November 10, 2004
-------------------
Darrell Carver

                                       8
EXHIBIT INDEX

     EXHIBIT NO.                    DESCRIPTION
     -----------                    -----------

         4.1               Employee Stock Incentive Plan for the Year 2004 No. 3
         5                 Opinion Re: Legality
         23.1              Consent of Accountants
         23.2              Consent of Counsel

                                       9