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<title>plkc</title>
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<table border="0" width="100%" cellspacing="0" cellpadding="0" height="188">
  <tr>
    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4"><b>UNITED STATES</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4"><b>SECURITIES AND EXCHANGE COMMISSION</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center">&nbsp; </td>
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  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="4"><b>Washington, DC
    20549</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25"><p align="center"><font face="Times New Roman"
    size="3">REGISTRATION STATEMENT</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25"><font face="Times New Roman" size="3"><p
    align="center"></font><font size="3">ON FORM S-8</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25"><font face="Times New Roman" size="3"><p
    align="center"></font><font size="3">UNDER THE SECURITIES ACT OF 1933</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="26"><p align="center"><strong><u>PlanetLink
    Communications, Inc.</u></strong></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="21"><p align="center"><font size="2">(Exact name of
    Registrant as specified in its charter)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="50%" height="25"><p align="center"><u>Georgia</u></td>
    <td width="50%" height="25"><p align="center"><u>58-2466623</u></td>
  </tr>
  <tr>
    <td width="50%" height="1"><p align="center"><font size="2">(State of Incorporation)</font></td>
    <td width="50%" height="1"><p align="center"><font size="2">(IRS Employer Identification
    Number)</font></td>
  </tr>
  <tr>
    <td width="50%" height="25">&nbsp;&nbsp; </td>
    <td width="50%" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="50%" align="center" height="25"><u>5040 Roswell Road, Suite 250</u></td>
    <td width="50%" height="25"><p align="center"><u>30342</u></td>
  </tr>
  <tr>
    <td width="50%" align="center" height="21"><p align="center"><font size="2">(Address of
    Principal Executive Offices</font></td>
    <td width="50%" height="21"><p align="center"><font size="2">(Zip Code)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"><u>Employee Benefit and
    Compensation Plan</u></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"><font size="2">(Full title of the
    plan)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="3">Thomas J. Craft,
    Jr., P.A.</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="3">301 Clematis Street,
    Suite 3000</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="3"><u>West Palm Beach,
    FL 33401</u></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="2">(Name and address of
    agent for services)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"><u>(561) 685-5736</u></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="2">(Issuer's Telephone
    Number)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25"><p align="center"><font size="2"><u>Approximate
    Date of Commencement of Proposed Sales under the Plan:</u></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="21"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="2">As soon as practicable after this Registration
    Statement becomes effective</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"><font size="2">Total Number of
    Pages: 7</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"><font size="2">Exhibit Index
    begins on sequentially numbered page: 4</font></td>
  </tr>
</table>

<p align="center"><font size="3">Calculation of Registration Fee</font></p>

<table border="0" width="100%" cellspacing="0" height="56">
  <tr>
    <td width="26%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="2">Title of Securities to be Registered</font></td>
    <td width="15%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="2">Amount to be Registered</font></td>
    <td width="23%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="2">Proposed Maximum Offering Price per Share</font></td>
    <td width="22%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="2">Proposed Maximum Aggregate Offering Price</font></td>
    <td width="14%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"
    height="20"><font size="2">Amount of Registration Fee</font></td>
  </tr>
  <tr>
    <td width="26%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="2">Common Stock par value $.001</font></td>
    <td width="15%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="2">300,000</font></td>
    <td width="23%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="2">$0.05(1)</font></td>
    <td width="22%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="2">$15,000</font></td>
    <td width="14%" align="center" style="border: 1px solid rgb(0,0,0)" height="2"><font
    size="2">$1.38</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="5" height="1"><font size="2">(1) Estimated solely for the
    purpose of calculating the registration fee, based on the closing bid price of the
    Registrant's Common Stock on April 3, 2003.</font></td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="center"><strong>PART I</strong></p>

<p align="center">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>

<p style="text-align: justify">ITEM 1. PLAN INFORMATION</p>

<p style="text-align: justify">The Registrant, PlanetLink Communications, Inc. (the
&quot;Registrant&quot;), was organized under the laws of the State of Georgia in May 1999.
This Registration Statement on Form S-8 provides for the registration of a total of three
hundred thousand shares of common stock of the Registrant, as follows: Thomas J. Craft,
Jr., one hundred twenty thousand shares, Richard Rubin, one hundred twenty thousand
shares, and Ivo Heiden sixty thousand shares. The foregoing individuals have been
providing securities compliance services to the Registrant. </p>

<p align="center"><strong>PART II</strong></p>

<p align="center">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>

<p>ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.</p>

<p>By this reference, the following documents filed by the Registrant with the Securities
and Exchange Commission (the &quot;Commission&quot;) are incorporated into and made a part
of this Registration Statement:</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="97%"><font size="3">The Registrant's Quarterly Report on Form 10-QSB for the
    quarters ended March 31, 2002, June 30, 3002 and September 30, 2002 as filed with the
    Commission.</font></td>
  </tr>
  <tr>
    <td width="97%"><font size="3">The Registrant's Annual Reports on Form 10-KSB for the
    fiscal year ended December 31, 2002 as filed with the Commission. </font></td>
  </tr>
</table>

<p style="text-indent: .5in; text-align: justify">All documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the &quot;Exchange Act&quot;), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.</p>

<p style="text-align:justify">ITEM 4. DESCRIPTION OF SECURITIES.</p>

<p style="text-align:justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Registrant's common stock is registered under Section 12(g) of the Exchange Act. The
Company's authorized capital stock consists of 50,000,000 shares of common stock, $0.001
par value. There are no preemptive, subscription, conversion or redemption rights
pertaining to the&nbsp; shares. The absence of preemptive rights could result in a
dilution of the interest of existing shareholders should additional shares be issued.
Holders of shares are entitled to receive such dividends as may be declared by our Board
of Directors out of assets legally available therefore, and to share ratably in our assets
available upon liquidation. Each share is entitled to one vote for all purposes and
cumulative voting is not permitted in the election of directors. Accordingly, the holders
of more than 50% of the outstanding shares can elect all of the directors.</p>

<p style="text-align:justify">ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL</p>

<p style="text-indent: .5in; text-align: justify">None.</p>

<p style="text-align:justify">ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <font
color="#000000">Subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code provides that a corporation may indemnify or obligate itself to indemnify an
individual made a party to a proceeding because he or she is or was a director against
liability incurred in the proceeding if such individual conducted himself or herself in
good faith and such individual reasonably believed, in the case of conduct in an official
capacity, that such conduct was in the best interests of the corporation and, in all other
cases, that such conduct was at least not opposed to the best interests of the corporation
and, in the case of any criminal proceeding, such individual had no reasonable cause to
believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the Georgia
Business Corporation Code provides that a corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation except for reasonable
expenses incurred if it is determined that the director has met the relevant standard of
conduct, or in connection with any proceeding with respect to conduct under Section
14-2-851 of the Georgia Business Corporation Code for which he was adjudged liable on the
basis that personal benefit was improperly received by him. Notwithstanding the foregoing,
pursuant to Section 14-2-854 of the Georgia Business Corporation Code, a court may order a
corporation to indemnify a director or advance expenses if such court determines that the
director is entitled to indemnification under the Georgia Business Corporation Code or
that the director is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not such director met the standard of conduct set forth
in subsections (a) and (b) of Section 14-2-851 of the Georgia Business Corporation Code,
failed to comply with Section 14-2-853 of the Georgia Business Corporation Code or was
adjudged liable as described in paragraph (1) or (2) of subsection (d) of Section 14-2-851
of the Georgia Business Corporation Code. </font></p>

<p><font color="#000000">Section 14-2-852 of the Georgia Business Corporation Code
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. </font></p>

<p><font color="#000000">Section 14-2-857 of the Georgia Business Corporation Code
provides that a corporation may indemnify and advance expenses to an officer of the
corporation who is a party to a proceeding because he or she is an officer of the
corporation to the same extent as a director and if he or she is not a director to such
further extent as may be provided in its articles of incorporation, bylaws, action of its
board of directors or contract except for liability arising out of conduct specified in
Section 14-2-857(a)(2) of the Georgia Business Corporation Code. Section 14-2-857 of the
Georgia Business Corporation Code also provides that an officer of the corporation who is
not a director is entitled to mandatory indemnification under Section 14-2-852 and is
entitled to apply for court ordered indemnification or advances for expenses under Section
14-2-854, in each case to the same extent as a director. In addition, Section 14-2-857
provides that 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, action of its board of directors or
contract. </font></p>

<p><font color="#000000">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.</font></p>

<p>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED</p>

<p>Not applicable.</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p>ITEM 8. EXHIBITS</p>

<table border="0" width="100%" cellspacing="0" height="0%" cellpadding="0">
  <tr>
    <td width="10%"><font size="3">Exhibit No.</font></td>
    <td width="90%"><font size="3">Description of Exhibits</font></td>
  </tr>
  <tr>
    <td width="10%"><font size="3">4.1</font></td>
    <td width="90%"><font size="3">Articles of Incorporation, as amended.</font></td>
  </tr>
  <tr>
    <td width="10%"><font size="3">5</font></td>
    <td width="90%"><font size="3">Legal Opinion of Thomas J. Craft, Jr., P.A., as to the
    legality of the securities being offered herewith.</font></td>
  </tr>
  <tr>
    <td width="10%"><font size="3">23.1</font></td>
    <td width="90%"><font size="3">Consent of Thomas J. Craft, Jr., P.A., contained in Exhibit
    5 filed herewith.</font></td>
  </tr>
  <tr>
    <td width="10%"><font size="3">23.2</font></td>
    <td width="90%"><font size="3">Consent of Kahn Boyd Levychin &amp; Company, CPAs</font></td>
  </tr>
</table>

<p style="text-align:justify">ITEM 9. UNDERTAKINGS</p>

<p style="text-align:justify">(a) The undersigned registrant hereby undertakes:</p>

<p style="text-align:justify">(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement<br>
&nbsp;&nbsp;&nbsp; (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;<br>
&nbsp;&nbsp;&nbsp; (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and<br>
&nbsp;&nbsp;&nbsp; (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; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.</p>

<p style="text-align:justify">(2) That, for the purpose of determining any liability under
the Securities Act, 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.</p>

<p style="text-align:justify">(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.<br>
&nbsp;&nbsp;&nbsp; (a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act 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.<br>
&nbsp;&nbsp;&nbsp; (b) 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 Securities 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 against
the registrant 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 Securities Act and will be governed by the
final adjudication of such issue.</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="center" style="text-align:center">SIGNATURES</p>

<p style="text-align:justify;text-indent:.5in">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 Atlanta, State of Georgia, on this April 4, 2003.</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%">PlanetLink Communications</td>
  </tr>
  <tr>
    <td width="100%">/s/ M. Dewey Bain</td>
  </tr>
  <tr>
    <td width="100%">M. Dewey Bain, President</td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="center">Exhibit 5</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%"><p align="center"><font size="3"><b>Thomas J. Craft, Jr., P.A.</b></font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="3">301 Clematis Street, Suite 3000</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="3">The Galleria Building</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="3">West Palm Beach, FL 33401</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font face="Times New Roman" size="3">Phone: (561)
    685-5736</font></td>
  </tr>
</table>

<p align="center" style="text-align:center">&nbsp;</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%"><p align="right"><font size="3">April 4, 2003</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="left"><font size="3">U.S. Securities and Exchange Commission</font></td>
  </tr>
  <tr>
    <td width="100%"><font size="3">450 Fifth Street, NW</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="left"><font size="3">Washington, DC 20549</font></td>
  </tr>
</table>

<p align="center" style="text-align:center">&nbsp;</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="24%"><p align="right"><font size="3">Re: </font></td>
    <td width="76%"><font size="3">PlanetLink Communications, Inc.</font></td>
  </tr>
  <tr>
    <td width="24%"></td>
    <td width="76%"><font size="3">Commission File No. 0-31763</font></td>
  </tr>
  <tr>
    <td width="24%"></td>
    <td width="76%"><font size="3">Registration Statement on Form S-8</font></td>
  </tr>
</table>

<p style="text-align:justify"><font face="Times New Roman" size="3">Gentlemen:</font></p>

<p style="text-align:justify"><font face="Times New Roman" size="3">I have been requested
by PlanetLink Communications, Inc. (the &quot;Registrant&quot;) to furnish an opinion as
to matters hereinafter set forth in connection with this registration statement on Form
S-8 under the Securities Act of 1933, as amended (the &quot;Act&quot;), covering a total
of 300,000 shares of common stock issued for </font><font size="3">bona fide services
provided and to be provided to the Registrant.</font></p>

<p style="text-align:justify"><font face="Times New Roman" size="3">In connection with
this opinion, I have reviewed the filings of the Registrant incorporated by reference in
this registration statement, and have determined that the Registrant is current in its
reporting requirements under the Securities Exchange Act of 1934. I have also reviewed
other documents of the Registrant have further determined that the shares have been
legally issued, fully paid and non-assessable. Further, the Registrant has duly authorized
the issuance of the shares and the filing of this registration statement on Form S-8 under
the Act. I hereby consent to the inclusion of this opinion in the registration statement
on Form S-8 being duly filed with the Securities and Exchange Commission.</font></p>

<p style="text-align:justify"><font face="Times New Roman" size="3">Very truly yours,</font></p>

<p style="text-align:justify"><font face="Times New Roman" size="3"><u>/s/ Thomas J.
Craft, Jr., P.A.</u> <u><br>
</u>Thomas J. Craft, Jr., P.A.</font></p>

<p>&nbsp;</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="left" style="text-align:center"><font size="3">Exhibit 23.1</font></p>

<p align="center" style="text-align:center"><font size="3">(Contained in Opinion-Exhibit)</font></p>

<p align="center" style="text-align:center"><font size="3"><b>EXHIBIT 23.2</b></font></p>

<p style="text-align:justify">&nbsp;</p>

<p style="text-align:justify"><font size="3">CONSENT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS</font></p>

<p style="text-align:justify"><font size="3">We previously issued a report, accompanying
the financial statements of the Registrant for the year ended December 31, 2002, dated
February 23, 2003, filed with the Registrant&#146;s Annual Report on Form 10-KSB. We
hereby consent to the incorporation by reference of said report in the Registration
Statement on Form S-8 filed with the SEC by the Registrant. </font></p>

<p style="text-align:justify"><font size="3">/s/ Kahn Boyd Levychin &amp; Company, CPAs</font></p>

<p style="text-align:justify"><font size="3">April 4, 2003</font></p>
</div>
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{"company-data": {"conformed-name": "PLANETLINK COMMUNICATIONS INC", "cik": "0001123845", "assigned-sic": "9995", "irs-number": "582466623", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104341", "film-number": "03640863"}, "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"}}
plkc
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
    20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
PlanetLink
    Communications, Inc.
(Exact name of
    Registrant as specified in its charter)
Georgia
58-2466623
(State of Incorporation)
(IRS Employer Identification
    Number)
5040 Roswell Road, Suite 250
30342
(Address of
    Principal Executive Offices
(Zip Code)
Employee Benefit and
    Compensation Plan
(Full title of the
    plan)
Thomas J. Craft,
    Jr., P.A.
301 Clematis Street,
    Suite 3000
West Palm Beach,
    FL 33401
(Name and address of
    agent for services)
(561) 685-5736
(Issuer's Telephone
    Number)
Approximate
    Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration
    Statement becomes effective
Total Number of
    Pages: 7
Exhibit Index
    begins on sequentially numbered page: 4
Calculation of Registration Fee
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock par value $.001
300,000
$0.05(1)
$15,000
$1.38
(1) Estimated solely for the
    purpose of calculating the registration fee, based on the closing bid price of the
    Registrant's Common Stock on April 3, 2003.
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION
The Registrant, PlanetLink Communications, Inc. (the
"Registrant"), was organized under the laws of the State of Georgia in May 1999.
This Registration Statement on Form S-8 provides for the registration of a total of three
hundred thousand shares of common stock of the Registrant, as follows: Thomas J. Craft,
Jr., one hundred twenty thousand shares, Richard Rubin, one hundred twenty thousand
shares, and Ivo Heiden sixty thousand shares. The foregoing individuals have been
providing securities compliance services to the Registrant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
By this reference, the following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated into and made a part
of this Registration Statement:
The Registrant's Quarterly Report on Form 10-QSB for the
    quarters ended March 31, 2002, June 30, 3002 and September 30, 2002 as filed with the
    Commission.
The Registrant's Annual Reports on Form 10-KSB for the
    fiscal year ended December 31, 2002 as filed with the Commission.
All documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant's common stock is registered under Section 12(g) of the Exchange Act. The
Company's authorized capital stock consists of 50,000,000 shares of common stock, $0.001
par value. There are no preemptive, subscription, conversion or redemption rights
pertaining to the  shares. The absence of preemptive rights could result in a
dilution of the interest of existing shareholders should additional shares be issued.
Holders of shares are entitled to receive such dividends as may be declared by our Board
of Directors out of assets legally available therefore, and to share ratably in our assets
available upon liquidation. Each share is entitled to one vote for all purposes and
cumulative voting is not permitted in the election of directors. Accordingly, the holders
of more than 50% of the outstanding shares can elect all of the directors.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code provides that a corporation may indemnify or obligate itself to indemnify an
individual made a party to a proceeding because he or she is or was a director against
liability incurred in the proceeding if such individual conducted himself or herself in
good faith and such individual reasonably believed, in the case of conduct in an official
capacity, that such conduct was in the best interests of the corporation and, in all other
cases, that such conduct was at least not opposed to the best interests of the corporation
and, in the case of any criminal proceeding, such individual had no reasonable cause to
believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the Georgia
Business Corporation Code provides that a corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation except for reasonable
expenses incurred if it is determined that the director has met the relevant standard of
conduct, or in connection with any proceeding with respect to conduct under Section
14-2-851 of the Georgia Business Corporation Code for which he was adjudged liable on the
basis that personal benefit was improperly received by him. Notwithstanding the foregoing,
pursuant to Section 14-2-854 of the Georgia Business Corporation Code, a court may order a
corporation to indemnify a director or advance expenses if such court determines that the
director is entitled to indemnification under the Georgia Business Corporation Code or
that the director is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not such director met the standard of conduct set forth
in subsections (a) and (b) of Section 14-2-851 of the Georgia Business Corporation Code,
failed to comply with Section 14-2-853 of the Georgia Business Corporation Code or was
adjudged liable as described in paragraph (1) or (2) of subsection (d) of Section 14-2-851
of the Georgia Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code
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 14-2-857 of the Georgia Business Corporation Code
provides that a corporation may indemnify and advance expenses to an officer of the
corporation who is a party to a proceeding because he or she is an officer of the
corporation to the same extent as a director and if he or she is not a director to such
further extent as may be provided in its articles of incorporation, bylaws, action of its
board of directors or contract except for liability arising out of conduct specified in
Section 14-2-857(a)(2) of the Georgia Business Corporation Code. Section 14-2-857 of the
Georgia Business Corporation Code also provides that an officer of the corporation who is
not a director is entitled to mandatory indemnification under Section 14-2-852 and is
entitled to apply for court ordered indemnification or advances for expenses under Section
14-2-854, in each case to the same extent as a director. In addition, Section 14-2-857
provides that 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, 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
Exhibit No.
Description of Exhibits
4.1
Articles of Incorporation, as amended.
5
Legal Opinion of Thomas J. Craft, Jr., P.A., as to the
    legality of the securities being offered herewith.
23.1
Consent of Thomas J. Craft, Jr., P.A., contained in Exhibit
    5 filed herewith.
23.2
Consent of Kahn Boyd Levychin & Company, CPAs
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(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; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act 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.
(b) 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 Securities 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 against
the registrant 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 Securities 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 Atlanta, State of Georgia, on this April 4, 2003.
PlanetLink Communications
/s/ M. Dewey Bain
M. Dewey Bain, President
Exhibit 5
Thomas J. Craft, Jr., P.A.
301 Clematis Street, Suite 3000
The Galleria Building
West Palm Beach, FL 33401
Phone: (561)
    685-5736
April 4, 2003
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re:
PlanetLink Communications, Inc.
Commission File No. 0-31763
Registration Statement on Form S-8
Gentlemen:
I have been requested
by PlanetLink Communications, Inc. (the "Registrant") to furnish an opinion as
to matters hereinafter set forth in connection with this registration statement on Form
S-8 under the Securities Act of 1933, as amended (the "Act"), covering a total
of 300,000 shares of common stock issued for
bona fide services
provided and to be provided to the Registrant.
In connection with
this opinion, I have reviewed the filings of the Registrant incorporated by reference in
this registration statement, and have determined that the Registrant is current in its
reporting requirements under the Securities Exchange Act of 1934. I have also reviewed
other documents of the Registrant have further determined that the shares have been
legally issued, fully paid and non-assessable. Further, the Registrant has duly authorized
the issuance of the shares and the filing of this registration statement on Form S-8 under
the Act. I hereby consent to the inclusion of this opinion in the registration statement
on Form S-8 being duly filed with the Securities and Exchange Commission.
Very truly yours,
/s/ Thomas J.
Craft, Jr., P.A.
Thomas J. Craft, Jr., P.A.
Exhibit 23.1
(Contained in Opinion-Exhibit)
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
We previously issued a report, accompanying
the financial statements of the Registrant for the year ended December 31, 2002, dated
February 23, 2003, filed with the Registrant's Annual Report on Form 10-KSB. We
hereby consent to the incorporation by reference of said report in the Registration
Statement on Form S-8 filed with the SEC by the Registrant.
/s/ Kahn Boyd Levychin & Company, CPAs
April 4, 2003