UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington D.C. 20549



|FORM
  10-QSB
|-------------

QUARTERLY REPORT UNDER SECTION 13 OR
15(d)

OF THE SECURITIES EXCHANGE ACT OF
1934



|For Quarter Ended: March 31,
      2006
|---------------------------------------

[ ] Transition report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934

Commission file number:
0-27635SKYLYNX
COMMUNICATIONS, INC.(Exact name of
registrant as specified in its charter)

|Delaware                          |  | 37-1465836         
|--------------------------------- |  | -------------------
|(State or other jurisdiction      |  | (I.R.S. Employer   
|of incorporation or organization) |  | Identification No.)

1528 Stickney Point RoadSarasota, Florida
34231 (Address of principal
executive offices, including zip code)

Registrant's Telephone No., including area
code: (941) 926-2510

1502 Stickney Pont Road Sarasota, Florida
34231

(Former name, former address and former fiscal
year, if changed since last report.)

Check whether the issuer is not required to file
reports pursuant to section 13 or 15(d) of the Exchange Act. [   
] ̈

Check whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
during the past 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [x] ̈ NO
[   ]

Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Act). Yes[   
] No 
[  x  ]

Issuers net revenues for its most recent fiscal
quarter ended March 31, 2006 was $267,651.

Indicate the number of shares outstanding of each
of the issuer's classes of common stock, as of the latest practicable
date.

Common stock,
$.0001                                                         
 par value 31,203,726

Class                                                                                       
Number of shares outstanding at March 31, 2006.

Transitional Small Business Format (check one).
Yes [  ] ̈ No[ 
x  ]

---

|Part 1.                                        |  | Financial
    Statements                   |  |                        
|---------------------------------------------- |  | ------------------------------------------ |  | -----------------------
|                                               |  | SKYLYNX COMMUNICATIONS,
    INC.           |  |                        
|                                               |  | Condensed Consolidated Balance
      Sheet |  |                        
|                                               |  | (Unaudited)                                |  |                        
|                                               |  | March 31, 2006                             |  |                        
|                                              
|Assets                                         |  |                                            |  |                        
|Current
    assets:                            |  |                                           
|Cash                                           |  |                                            |  | $        
      251,302
|Accounts
      receivable, net                 |  | 44,520                                    
|Notes
      receivable                         |  | 200,000                                   
|Notes
      receivable, in default             |  | 205,000                                   
|Prepaid
      expenses                         |  | 4,042                                     
|Prepaid loan
      costs                       |  | 13,770                                    
|Other
      current assets                     |  | 21,385                                    
|                                               |  |                                           
|Total
      current assets.                    |  | 740,019                                   
|                                              
|Property and equipment,
      net              |  | 18,106                                    
|Deferred loan
      costs                      |  | 78,889                                    
|Other assets                                   |  |                                            |  | 2,500                  
|                                               |  |                                            |  |                        
|Total assets                                   |  |                                            |  | $        
      839,514
|                                               |  |                                            |  |                        
|                                              
|Liabilities and Shareholders' Deficit          |  |                                           
|Current
      liabilities:                     |  |                                           
|Accounts
      payable                         |  | $599,549                                  
|Accrued
      salaries                         |  | 314,763                                   
|Other
      accrued liabilities                |  | 73,216                                    
|Deferred
      revenues                        |  | 30,289                                    
|Derivative
      liability                     |  | 561,471                                   
|Loan
      payable                             |  | 500,000                                   
|Loan payable
      to related parties          |  | 2,800                                     
|                                               |  |                                           
|Total
      current liabilities                |  | 2,082,088                                 
|                                              
|Convertible
      debentures                   |  | 147,520                                   
|Convertible debentures,
      related parties  |  | 105,038                                   
|Note payable net of
      discount of $201,659 |  | 1,494,312                                 
|                                               |  |                                           
|                                              
|                                              
|                                               |  | 2                                          |  |                        

---

|Total liabilities                                                                  |  | 3,828,958  
|---------------------------------------------------------------------------------- |  | -----------
|Shareholders' deficit:                                                             |  |            
|Common stock                                                                       |  | 3,120      
|Additional paid-in
      capital                                                   |  | 6,174,796  
|Retained deficit                                                                   |  | (9,167,360)
|                                                                                   |  |            
|Total shareholder's
      deficit                                                  |  | (2,989,444)
|                                                                                   |  |            
|$                                                                                  |  | 839,514    
|                                                                                   |  |            
|See
      accompanying notes to condensed consolidated financial
      statements. |  |            

3

---

|SKYLYNX COMMUNICATIONS, INC.                                                    
|--------------------------------------------------------------------------------
|Condensed Consolidated Statements of
    Operations                             
|(Unaudited)                                                                     
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Internet service revenue                                                        
|                                                                                
|Operating expenses:                                                             
|Costs of revenue                                                                
|Selling, general and administrative                                             
|Costs of terminated merger                                                      
|Research & development costs                                                    
|Stock-based compensation:                                                       
|Salaries                                                                        
|Board services                                                                  
|Consulting                                                                      
|                                                                                
|Total operating                                                                 
|expenses                                                                        
|                                                                                
|                                                                                
|Loss from operations                                                            
|                                                                                
|Other income (expense):                                                         
|Derivative income                                                               
|Other income                                                                    
|Interest expense                                                                
|Total other income (expense)                                                    
|Income (loss) before income                                                     
|taxes                                                                           
|                                                                                
|Income tax provision                                                            
|                                                                                
|                                                                                
|Net income (loss)                                                               
|                                                                                
|Basic and diluted loss per share                                                
|                                                                                
|Weighted average common shares
outstanding                                      
|                                                                                
|See
      accompanying notes to condensed consolidated financial
    statements.

4

---

|SKYLYNX COMMUNICATIONS,
    INC.                                             |                            |  |                                     |  |          |  |                                  
|---------------------------------------------------------------------------- | -------------------------- |  | ----------------------------------- |  | -------- |  | ---------------------------------
|Condensed Consolidated Statements of Cash
      Flows                        |                            |  |                                     |  |          |  |                                  
|(Unaudited)                                                                  |                            |  |                                     |  |          |  |                                  
|                                                                            
|                                                                             |                            |  | Nine
      Months Ended            
|                                                                             |                            |  | March
      31,                    
|                                                                             |                            |  | 2006                                |  |          |  | 2005                             
|Net
      cash used in operating activities                                  | $   
          (1,340,220) |  | $    
       (598,510)             
|Cash flows from investing
    activities:                                    |                            |  |                                     |  |          |  |                                  
|Notes
    receivable                                                         |                            |  | (355,000)                           |  |          |  | -                                
|Investments                                                                  |                            |  | (10,500)                            |  |          |  | -                                
|Equipment
    purchases                                                      |                            |  | (2,115)                             |  |          |  | (28,434)                         
|Net
      cash used in investing activities                                  |                            |  | (367,615)                           |  |          |  | (28,434)                         
|Cash flows from financing
    activities:                                    |                            |  |                                     |  |          |  |                                  
|Proceeds from note
      payable                                             |                            |  | 2,000,000                           |  |          |  | 500,000                          
|Payments for debt issue
      costs                                          |                            |  | (70,884)                            |  |          |  | (32,035)                         
|Payments on related party
      loans                                        |                            |  | (9,000)                             |  |          |  | -                                
|Payments on notes
      payable                                              |                            |  | (7,697)                             |  |          |  | -                                
|Decrease in prepaid loan
      costs                                         |                            |  | 20,655                              |  |          |  | -                                
|Proceeds from joint venture
      partner                                    |                            |  | -                                   |  |          |  | 105,000                          
|Proceeds from sale of
      common stock                                     |                            |  | -                                   |  |          |  | 110,000                          
|                                                                             |                            |  |                                     |  |          |  |                                  
|Net
      cash provided by financing activities                              |                            |  | 1,933,074                           |  |          |  | 682,965                          
|                                                                             |                            |  |                                     |  |          |  |                                  
|Net
      change in cash                                                     |                            |  | 225,239                             |  |          |  | 56,021                           
|Cash, beginning of year                                                      |                            |  | 26,063                              |  |          |  | 22,712                           
|                                                                             |                            |  |                                     |  |          |  |                                  
|Cash, end of year                                                            |                            |  | $ 
                  
      251,302 |  |          |  | $         
      78,733          
|                                                                             |                            |  |                                     |  |          |  |                                  
|Supplemental disclosure of cash flow
      information:                      |                            |  |                                     |  |          |  |                                  
|Cash paid for income
      taxes                                             |                            |  | $                         
      -  |  |          |  | $  
                     
      -
|                                                                             |                            |  |                                     |  |          |  |                                  
|Cash paid for
      interest                                                 |                            |  | $                         
      -  |  |          |  | $        
      25,000           
|                                                                             |                            |  |                                     |  |          |  |                                  
|Non-cash financing
      transactions:                                       |                            |  |                                     |  |          |  |                                  
|Convertible debenture issuance for loans payable, accrued
      salaries,    |                            |  |                                     |  |          |  |                                  
|and accounts payable                                                         |                            |  | $                         
      -  |  | $709,798
|                                                                             |                            |  |                                     |  |         
|                                                                            
|See accompanying notes to condensed
      consolidated financial statements. |                            |  |                                     |  |          | 

5

---

SKYLYNX
COMMUNICATIONS, INC.

Notes to Condensed Consolidated Financial
Statements

(Unaudited)



|Note 1:Basis of
    presentation
|--------------------------------

The financial statements presented herein have
been prepared by the Company in accordance with the accounting policies in its
Form 10-KSB dated June 30, 2005 and should be read in conjunction with the notes
thereto.

In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) which are necessary to provide
a fair presentation of operating results for the interim period presented have
been made. The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the year.

Inherent in the Company's business are various
risks and uncertainties, including its historical operating losses and
dependence upon strategic alliances. The Company's future success will be
dependent upon its ability to create and provide effective and competitive
automatic vehicle location services and the Company's ability to develop and
provide new services that meet customers changing requirements; including the
effective use of leading technologies to continue to enhance its current
services and to influence and respond to emerging industry standards and other
technological changes on a timely and cost-effective basis.

Management plans to seek additional funding
through equity offerings and debt financing and ultimately, to achieve
profitability.



|Financial data presented herein are
      unaudited.Note 2:Notes Receivable,
      Default
|------------------------------------------------------------------------------------------

During the nine months ended March 31, 2006, the
Company advanced $205,000 to Digital Computer Integration Corporation, a merger
candidate and a Texas corporation ("DCI") due on April 28, 2005, with 12.5%
interest. At the time of the loans, DCI and the Company had executed a
definitive Agreement and Plan of Merger (see Note 8: Acquisitions), and as of
March 31, 2006, the Merger was terminated without consummation.

Subsequent to March 31, 2006, DCI defaulted on
the note receivable. The Company is pursuing collection of the amounts owed via
the perfected collateral and through the exploration of selling or assigning the
note receivable to third parties. Management believes the note, plus accrued
interest, is fully collectible. However, should management determine that it is
probable that the Company will be unable to collect all amounts due, the Company
will record a valuation allowance up to the entire balance of the note
receivable.



|Note 3:Related party
transactions
|---------------------------------

The Company has loan payables due to its officers
and director as follows:

As of March 31, 2006 the Company has loan
payables due to its officers and director as follows:

Loans payable to a board member, at interest of 8%, unsecured, due on
demand$ 2,800_

During the nine months ended March 31, 2006, the
Company issued 90,000 shares of its common stock in exchange for services
rendered from officers and directors of the company. The stock issuances were
recorded at the market value of the Companys common stock on the transaction
date. Stock based compensation expense of $6,600 was recognized in the
accompanying consolidated financial statements for the nine months ended March
31, 2006.

6

---



|Note 4:Income taxes
|-------------------

The Company records its income taxes in
accordance with SFAS No. 109, "Accounting for Income Taxes". The Company
incurred net operating losses during the nine months ended March 31, 2006
resulting in a deferred tax asset, which was fully allowed for; therefore, the
net benefit and expense resulted in $-0- income taxes.



|Note 5:Note Payable
|-------------------

During the nine months ended March 31, 2006, the
Company entered into a Securities Purchase Agreement providing for the issuance
of 8% Callable Secured Convertible Notes in the aggregate principal amount of
$3,000,000 and warrants to purchase an aggregate of 10,000,000 shares of common
stock for the aggregate consideration of $3,000,000.

As of March 31, 2006, the Company had issued
convertible notes of $2,000,000 due July 29, 2008 that are convertible into
approximately 60,606,606 shares of common stock at an effective conversion price
of $.033 per share. The debentures were issued at par and pay interest of 8%
annually. The holder has the right to convert at any time on or prior to the
earlier of the maturity date, the date of payment of a default amount or
optional prepayment amount. However, in no event shall the note holder be
entitled to convert any portion of the note in excess of that portion of which
the sum of (i) the number of shares of common stock beneficially owned by the
holder and its affiliates and (ii) the number of shares of common stock issuable
upon conversion that would result in beneficial ownership by the holder and its
affiliates of more than 4.99% of the outstanding shares of common stock of the
Company.

As of March 31, 2006, the Company issued to the
holders of the 8% Callable Secured Convertible Notes warrants to purchase
6,665,066 shares of the Companys common stock. The warrant holders have the
right to convert at any time at an exercise price of $0.20 per share. The
warrants may be exercised by the holder upon payment to the Company in cash or,
if the resale of the warrant shares by the holder is not registered pursuant to
an effective registration statement, by delivery to the Company of a written
notice of an election to affect a Cashless Exercise. In a Cashless Exercise,
in lieu of paying the exercise price in cash, the holder would surrender the
warrant for the number of shares of Common Stock determined by multiplying the
number of Warrant Shares to which it would otherwise be entitled by a fraction,
the numerator of which is the difference between the current market price per
share of common stock and the exercise price, and the denominator of which would
be the current market price per share of common stock.

In no event shall the warrant holder be entitled
to exercise a number of warrants in excess of the number of warrants upon
exercise of which the sum of (i) the number of shares of Common Stock
beneficially owned by the holder and its affiliates and (ii) the number of
shares of Common Stock issuable upon exercise of the Warrants would resulting
beneficial ownership by the holder and its affiliates of more than 4.9% of the
outstanding shares of Common Stock.

Pursuant to the Registration Rights Agreement,
the Company must use its best efforts to obtain effectiveness of a Registration
Statement covering all shares under the Security Agreement as soon as
practicable. If the statement is not declared effective by the SEC on or prior
to 105 days from the date of closing (now extended to June 7, 2006), the Company
will make payments to the investors as partial relief for the damages to the
Investors in an amount equal to two percent 2% per month of the then outstanding
principal amount until sales could be made pursuant to such Registration
Statement. Such amounts may be paid in cash or, at the Companys option, in
shares of common stock priced at the conversion price on such payment
date.

The Company also issued a Security Agreement in
connection with the above agreement to provide a first priority security
interest in certain property of the Company in order to secure the prompt
payment, performance and discharge of all of the Companys obligations under the
convertible note and warrant agreements.

Because the financing included registration
rights related to share settlement of the embedded conversion features and the
warrants that the Company has determined not to be within its control and
because the number of shares issuable under the financings are variable, the
Company has allocated the proceeds between the various instruments

7

---

and derivative elements at their fair value
pursuant to EITF 00-19. As of March 31, 2006, none of the debt was
converted.

|The following table
      presents the allocation of proceeds of the financing: | 
|------------------------------------------------------------------------------- | 
|                                                                               
|Principal balance of the notes                                                  | 
|Less reduction
      for:                                                       | 
|Fair value of the warrants                                                      | 
|Fair value of beneficial conversion
option                                      | 
|                                                                                | 
|Recorded at
      closing                                                       | 
|Amortization of
      discount (interest expense)                               | 
|through March 31, 2006                                                          | 
|                                                                                | 
|Carrying value at March 31, 2006                                                | 
|                                                                                | 

Both the Company and the lender recognize that
the Company will have to affect either a reverse split or increase the number of
authorized shares to be able to issue all the shares potentially issuable under
the NIR convertible note and warrants. However, due to other contractual
limitations of the investors ownership percentage in the Company, we do not
anticipate any difficulty in fulfilling our obligations.

On April 12, 2006, the Company and investors
entered into a Letter Agreement amending the conversion price of the note
payable to the lesser of (i) $.0815 per share or (ii) 50% of the market value of
the common stock, as defined in the note payable, on the conversion date. In
consideration of the reduction in the conversion price, the investors agreed to
extend the deadline by which a registration statement registering for resale
under the Securities Act of 1933, as amended the shares of common stock issuable
upon conversion of the note payable and exercise of the warrants to June 7,
2006.



|Note 6:
      Derivative Financial
    Instruments
|--------------------------------------------------

The Company generally does not use derivative
instruments to hedge exposures to cash-flow risks or market-risks that may
affect the fair values of its financial instruments. However, certain other
financial instruments, such as warrants and embedded conversion features, are
classified as liabilities when either (a) the holder possesses rights to
net-cash settlement or (b) physical or net-share settlement is not within the
control of the Company. In such instances, net-cash settlement is assumed for
financial accounting and reporting. Such financial instruments are initially
recorded at fair value and subsequently adjusted to fair value at the close of
each reporting period.

As of December 31, 2005, the derivative liability
is composed of the following:

|                                          |  |   |  |         |  | Number of     
|----------------------------------------- |  | - |  | ------- |  | --------------
|                                          |  |   |  |         |  |               
|                                          |  |   |  |         |  | Shares        
|                                          |  |   |  |         |  |               
|                                          |  |   |  |         |  | Derivative    
|                                          |  |   |  |         |  |               
|                                          |  |   |  |         |  | Liability     
|                                          |  |   |  |         |  |               
|                                          |  |   |  |         |  | Can Be Settled
|                                          |  |   |  |         |  |               
|Free standing warrants                    |  | $ |  | 448,990 |  | 6,665,066     
|                                          |  |   |  |         |  |               
|Embedded beneficial conversion
    option |  |   |  | 112,481 |  | 1,638,844     
|                                          |  |   |  |         |  |               
|                                          |  | $ |  | 561,471 |  | 8,303,910     
|                                          |  |   |  |         |  |               

A derivative gain in the amount of $48,933 was
recognized and is related to the individual derivatives as
follows:

Free-standing
warrants:                          
$34,781

Imbedded beneficial conversion option: 
$14,152

$48,933

8

---



|Note 7:Shareholders' deficitNine Months Ended March 31,
2005
|------------------------------------------------------------

During the three months ended March 31, 2005, the
Company issued 750,000 shares of its common stock in exchange for financial
advisory and other consulting services. The transactions were recorded at the
market value of the Company's common stock on the transaction date. Stock-based
compensation expense of $95,000 was recognized in the accompanying consolidated
financial statements for the three months ended March 31, 2005.

During the three months ended March 31, 2005, the
Company issued 93,986 shares of its common stock in exchange for office
improvement materials. The transaction was recorded at the market value of the
Company's common stock on the transaction date. Stock-based compensation expense
of $12,218 was recognized in the accompanying consolidated financial statements
for the three months ended March 31, 2005.

During the nine months ended March 31, 2005, the
Company sold 1,452,073 shares of its common stock to investors for gross
proceeds totaling $100,000. During the nine months ended March 31, 2004, the
Company sold 693,739 shares of its common stock to investors for gross proceeds
totaling $295,944. The sales were made solely to persons who qualified as
accredited investors within the meaning of Regulation D in reliance upon an
exemption from the registration requirements of the Securities Act of 1933, as
amended. Shares were sold in two successive private offerings: the first at a
price of $.60 per share and the second at a price equal to 70% of the market
price of the common stock on the date of the investment.



|Nine Months Ended March 31,
      2006
|--------------------------------------

During the nine months ended March 31, 2006, the
Company issued 90,000 shares of its common stock in exchange for services
rendered from officers and directors of the company. The stock issuances were
recorded at the market value of the Company's common stock on the transaction
date. Stock based compensation expense of $6,600 was recognized in the
accompanying consolidated financial statements for the nine months ended March
31, 2006.

During the nine months ended March 31, 2006, the
Company issued 800,000 shares of its common stock in exchange for services
rendered from a consultant. The stock issuance was recorded at the market value
of the Companys common stock on the transaction date. Stock based compensation
expense of $65,600 was recognized in the accompanying consolidated financial
statements for the nine months ended March 31, 2006.

During the nine months ended March 31, 2006, the
Company issued 30,000 shares of its common stock in exchange for the settlement
of a payable. The stock issuance was recorded at the fair value of the services
provided.

Following is a schedule of changes in
shareholders' deficit for the nine months ended March 31, 2006:

|                                 |  |              |  |               |  | Additional      |  |                       |  |   |  |            
|-------------------------------- |  | ------------ |  | ------------- |  | --------------- |  | --------------------- |  | - |  | -----------
|                                 |  | Common stock |  | Paid-In       |  | Retained        |  |                       |  |  
|                                 |  | Shares       |  | Amount        |  | Capital         |  | Deficit               |  |   |  | Total      
|Balance, June 30, 2005           |  | 30,019,442   |  | $       3,001 |  | $     6,067,870 |  | $ 
       (7,833,328) |  | $ |  | (1,762,457)
|Adjustment to issuance of common |  | 264,284      |  | 27            |  | (27)            |  | -                     |  |   |  |            
|stock                            |  |              |  |               |  |                 |  |                       |  |   |  |            
|Common stock issued in exchange  |  |              |  |               |  |                 |  |                       |  |   |  |            
|for services                     |  | 890,000      |  | 89            |  | 72,111          |  | -                     |  |   |  | 72,200     
|Common stock issued in exchange  |  |              |  |               |  |                 |  |                       |  |   |  |            
|for relief of a payable          |  | 30,000       |  | 3             |  | 2,997           |  | -                     |  |   |  | 3,000      

9

---

|Additional payments for purchase
    of  |  |            |  |                      |  | (10,500)    |  |                     | (10,500)              
|---------------------------------------- |  | ---------- |  | -------------------- |  | ----------- |  | ------------------- | ----------------------
|Inforum                                  |  |            |  |                      |  |             |  |                     |                       
|Issuance of options to board
    members |  |            |  |                      |  | 37,212      |  |                     | 37,212                
|Issuance of options to
    consultants   |  |            |  |                      |  | 5,133       |  |                     | 5,133                 
|Net loss for the nine months             |  |            |  |                      |  |             |  |                     |                       
|ended March 31,
      2006               |  | -          |  | -                    |  | -           |  | (1,334,032)         | (1,334,032)           
|                                         |  |            |  |                      |  |             |  |                     |                       
|Balance, March 31, 2006                  |  | 31,203,726 |  | $       
      3,120 |  | $ 6,174,796 |  | $  
    (9,167,360) | $   
      (2,989,444)
|                                         |  |            |  |                      |  |             |  |                     |                       



|Stock Warrants and
  Options
|----------------------------

On July 29, 2005, the Company granted to the
Buyers of the convertible notes under the Securities Purchase Agreement
described in Note 5 above, warrants to purchase 3,332,533 shares of its Common
Stock, also on January 9, 2006, the Company issued additional warrants to
purchase 3,332,533 shares of its Common Stock. The warrants carry an exercise
price of $0.20 per share and vest on the date of grant. No warrants have yet
been exercised.

The market price of the Company's common stock on
the dates of grant was $0.079 and $.07, respectively. The weighted average
exercise price and weighted average fair value of these warrants as of March 31,
2006 was $0.20 and $.08, respectively.

The fair value for the warrants granted during
the nine months ended March 31, 2006 was estimated at the date of grant using
the Black-Scholes option-pricing model with the following
assumptions:

|Risk-free interest rate        |  | 4.02% - 4.83% 
|------------------------------ |  | --------------
|Dividend yield                 |  | 0.00%         
|Volatility factor              |  | 296.50%       
|Weighted average expected life |  | 2.55  3 years

On January 9, 2006, the Company granted 660,000
options to various directors, employees and consultants under the Incentive
Stock Option Plan. The market price of the Companys common stock on the date of
grant was $.07 and the weighted average exercise price and weighted average fair
value of these options as of March 31, 2006 was $.08 and $.07,
respectively.

The fair value for the options granted during the
nine months ended March 31, 2006 was estimated at the date of grant using the
Black-Scholes option pricing model with the following assumptions:

|Risk-free interest rate        |  | 4.83%    
|------------------------------ |  | ---------
|Dividend yield                 |  | 0.00%    
|Volatility factor              |  | 285.30%  
|Weighted average expected life |  | 1.5 years

Prior to 2006, the Company accounted for its
stock based compensation plans under the recognition and measurement provisions
of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related
Interpretations. The Company did not issue any options during the nine months
ended March 31, 2005. Effective December 15, 2005, the Company adopted the fair
value recognition provisions of FASB Statement No. 123,

10

---

Accounting for Stock-Based Compensation. The
following table illustrates the effect on net income and earnings per share if
the fair value based method had been applied to all outstanding and unvested
awards in each period.

|                                                        |  |   |  | Nine months    |  |   |  | Nine months   
|------------------------------------------------------- |  | - |  | -------------- |  | - |  | --------------
|                                                        |  |   |  |                |  |   |  |               
|                                                        |  |   |  | ended          |  |   |  | ended         
|                                                        |  |   |  |                |  |   |  |               
|                                                        |  |   |  | March 31, 2006 |  |   |  | March 31, 2005
|                                                       
|Net loss, as reported                                   |  | $ |  | (2,076,590)    |  | $ |  | (1,808,924)   
|                                                        |  |   |  |                |  |   |  |               
|                                                       
|Add: Stock-based employee
    compensation              |  |   |  |                |  |   |  |               
|                                                        |  |   |  |                |  |   |  |               
|expense included in reported net income, net
      of   |  |   |  |                |  |   |  |               
|                                                        |  |   |  |                |  |   |  |               
|related tax effects                                     |  |   |  | -              |  |   |  | -             
|                                                        |  |   |  |                |  |   |  |               
|                                                       
|Deduct: Total stock-based
    employee                  |  |   |  |                |  |   |  |               
|                                                        |  |   |  |                |  |   |  |               
|compensation expense determined under
      fair        |  |   |  |                |  |   |  |               
|                                                        |  |   |  |                |  |   |  |               
|value based method for all awards, net
      of         |  |   |  |                |  |   |  |               
|                                                        |  |   |  |                |  |   |  |               
|related tax effects                                     |  |   |  | -              |  |   |  | -             
|                                                        |  |   |  |                |  |   |  |               
|                                                       
|Pro forma net income                                    |  | $ |  | (2,076,590)    |  | $ |  | (1,808,924)   
|                                                        |  |   |  |                |  |   |  |               
|                                                       
|Basic and diluted earnings per share as
      reported: |  | $ |  | (0.07)         |  | $ |  | (0.11)        
|                                                        |  |   |  |                |  |   |  |               
|                                                       
|Basic and diluted earnings per share pro
      forma:   |  | $ |  | (0.07)         |  | $ |  | (0.11)        
|                                                        |  |   |  |                |  |   |  |               

During the three months ended March 31, 2006,
options to purchase no shares of common stock granted under APB Opinion No. 25
vested. The Company recognized $0 of compensation cost under the modified
prospective method in accordance with FASB Statement No. 123.

Additionally, options to purchase 0 shares of
common stock granted to consultants vested. The company recognized $0 of
compensation cost pursuant to FASB Statement No. 123.

|The following schedule
      summarizes the changes in the Company's outstanding stock
    awards: |  |                           | 
|-------------------------------------------------------------------------------------------------- |  | ------------------------- | 
|                                                                                                  
|                                                                                                   |  |                           | 
|                                                                                                   |  | Options
      Outstanding | 
|                                                                                                   |  | Number of                 | 
|                                                                                                   |  | Shares                    | 
|Balance at June 30, 2005                                                                           |  | 486,823                   | 
|Awards granted                                                                                     |  | 7,325,066                 | 
|Awards exercised                                                                                   |  | -                         | 
|Awards
    cancelled/expired                                                                       |  | -                         | 
|                                                                                                  
|Balance at March 31, 2006                                                                          |  | 7,811,889                 | 

11

---



|Note 8: Commitments and
      Contingencies
|-------------------------------------------

Optigate, Inc. v. Rover Telcom, Inc.,(hereafter called "Rover"). OptiGate, Inc.,
(hereafter "OptiGate") filed suit against Rover, a wholly owned subsidiary of
the Company in the U. S. District Court for the Northern District of California,
Fresno Div., CA No. 03 CE CG 03733. The claim asserts breach of contract by
Rover. The amount claimed is $150,000 for the alleged breach. Rover has
counterclaimed for damages, breach and that the contract is void from inception.
After suit was filed, service had and pleadings filed by both parties, OptiGate
filed for Chapter 7 proceedings in the U. S. Bankruptcy Court, Middle District
of California. The U. S. Trustee has opened negotiations to settle the matter by
offering to accept $100,000 and we have countered by offering $10,000, which was
subsequently rejected. Any judgment we obtain is expected to be not collectable.
Management of the Company believes that the likelihood of a material adverse
outcome is remote.

The company had employment agreements with Fred
Anderson, Jon Fatula and Kevin Gorman. Under those agreements the company agreed
to negotiate a reimbursement to these employees certain sums allegedly owed them
by StarCom Wireless, Inc., (hereafter called "StarCom"). Mr. Fatula and Mr.
Gorman filed secured claims against the bankrupt estate of StarCom in the case
referred to in item 1 above. Mr. Anderson did not file a civil claim despite
being urged to do so. Mr. Anderson did file a claim in the Ch. 11 and Ch. 7
bankruptcy cases of StarCom.

Mr. Anderson says that some amount in excess of
$300,000 is due him and that is disputed. First he made no claim in bankruptcy
for any amount. Secondly he was urged to file suit against StarCom more two
years ago and declined. Thirdly his claim against SkyLynx includes salary claims
on behalf of his wife who is not a party to our agreement. Fourth the amount
claimed includes sales by a company owned by Mr. Anderson and allegedly not paid
for by StarCom. SkyLynx did not agree to reimburse him for any of those items.
Finally it appears that Mr. Anderson was being paid back salary by StarCom and
AllCom, Inc., an affiliate of StarCom, but not giving any credit to SkyLynx for
the amounts paid.

In all instances negotiated amounts may be owed.
No such negotiations have occurred or been requested by these employees.
Therefore, only ade minimisamount is due on any of these matters at present. The contracts do
not specify any amount and further are subject to "...the final terms and
conditions being negotiated between us."

On January 24, 2006, SkyLynx Communications, Inc.
(the "Company"), was served with a Summons and Petition that was filed in the
District Court of Dallas County, Texas, B-44thJudicial District, Cause No.
06-00451 by New Market Technology, Inc., as plaintiff, against the Company,
Digital Computer Integration Corporation ("DCI") and other parties. The factual
nexus of the claims center around transactions that occurred between DCI, the
plaintiff and other parties. In December, 2005, the Company announced that it
had entered into a definitive Agreement and Plan of Merger to acquire DCI. In
the Petition, the plaintiff asserts numerous claims against the other defendants
and the Company, including claims based upon tortuous interference with contract
and conspiracy. The Company has been dismissed from this case.



|Note 9:
  Acquisitions
|----------------------

On November 29, 2005, SkyLynx Communications,
Inc. (the "Company") executed a definitive Agreement and Plan of Merger ("the
Merger Agreement") between and among the Company, an acquisition subsidiary
SkyLynx Acquisition Company ("SAC") a wholly owned subsidiary, and Vetco
Hospitals, Inc., a California corporation ("VETCO").

The Merger Agreement provides for the Merger of
SAC with and into VETCO, with VETCO to be the surviving corporation.

Upon consummation of the Merger, all issued and
outstanding shares of VETCO common stock will be converted automatically into an
aggregate of 1,000,000 SkyLynx Series A Convertible Preferred Stock having a
stated value of $3.00 per share (the "Series A Preferred"). The number of shares
of Series A Preferred to be issued to the VETCO shareholders shall be adjusted
at the time of closing such that the total number of shares of SkyLynx common
stock issuable upon conversion of the Series A Preferred (the "Conversion
Stock") shall represent, at closing, 55% of the

12

---

total issued and outstanding shares of SkyLynx
common stock, on the closing date, on a fully diluted basis, excluding shares of
common stock issued or reserved for issuance pursuant to Securities Purchase
Agreements and related instruments entered into by SkyLynx with NIR Group
investors.

At the effective time, all issued and outstanding
options, warrants and other rights to acquire shares of VETCO common stock, if
any, shall be converted into identical rights with respect to SkyLynx common
stock. No new options are to be granted prior to closing.

As of March 31, 2006, the Merger has not been
consummated; therefore none of the operations of VETCO have been included in the
attached consolidated financial statements. However, subsequent to March 31,
2006, the Merger was consummated.

On December 16, 2005, SkyLynx Communications,
Inc. the (the "Company") executed a definitive Agreement and Plan of Merger
("the Merger Agreement") between and among the Company, an acquisition
subsidiary SkyLynx Acquisition Company ("SAC"), and Digital Computer Integration
Corporation, a Texas corporation ("DCI"), Defense Technology Systems, Inc., a
Delaware corporation ("DFTS"), a shareholder of DCI, and Zenon Maciekowicz and
Clara Jane Maciekowicz, individually, collectively and as shareholders of
DCI.

As of March 31, 2006, the Merger was terminated
without consummation.



|Note 10: Subsequent
  Event
|---------------------------

On April 28, 2006, the Company closed in escrow
its Agreement and Plan of Merger dated November 29, 2005 (the Merger) as
amended on February 21, 2006, March 9, 2006 and March 30, 2006 (the Merger
Agreement) between and among the Company, a wholly-owned acquisition subsidiary
of the Company SkyLynx Acquisition Corp. (SAC), and Vetco Hospitals, Inc., a
California corporation (VETCO).

Under the terms of the Closing Escrow Agreement,
the shares of Series A Convertible Preferred Stock issuable on the effective
date of the Merger, the Agreement of Merger that is required to be filed with
the California Secretary of State and the Statement of Merger that is required
to be filed with the Colorado Secretary of State were delivered into escrow
pending receipt of confirmation satisfactory to both SkyLynx and Vetco that the
Vetco financial statements could be audited in conformity with applicable legal
requirements. On May 1, 2006, the parties to the Merger received such
confirmation and authorized the release from escrow and filing of the Agreement
of Merger and Statement of Merger.

On May 5, 2006, the Effective Date of the Merger,
all outstanding shares of VETCO common stock converted automatically into an
aggregate of 988,338 shares of Series A Preferred. The shares were issued to a
total of five Vetco shareholders. In addition, SkyLynx entered into a
convertible promissory note on April 26, 2006, which may be converted at any
time by the holder thereof into a maximum of 11,662 shares of the Series A
Preferred. Each of the Vetco shareholders and the holder of the convertible
promissory note represented that he qualified as an accredited investor within
the meaning of Rule 501(a) of Regulation D. The shares and the note were taken
for investment purposes and are subject to restrictions on transfer under
federal securities laws. The shares of Series A Preferred and the convertible
promissory note were issued without registration under the Securities Act in
reliance upon the exemption from the registration requirements of the Securities
Act contained in Section 4(2) and Rule 506 of Regulation D.

The Merger resulted in a change of control of
SkyLynx. As a result of the Merger, the former VETCO shareholders would be
deemed the beneficial owners, within the meaning of Rule 13d-3 under the
Exchange Act, of an aggregate of 37,983,411 shares of common stock, consisting
of 988,338 shares of Series A Convertible Preferred Stock of SkyLynx. These
securities represent approximately 55% of the issued and outstanding shares of
voting securities of the Company, after giving effect to Merger, calculated in
accordance with Rule 13d-3 under the Exchange Act.



13

---



|This merger will be treated as a
      recapitalization of VETCO with SkyLynx as the legal surviving
      entity. |  | 
|------------------------------------------------------------------------------------------------------------------ |  | 
|                                                                                                                  
|                                                                                                                  

|
|
|





14

---

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis covers
material changes in the financial condition of SkyLynx Communications, Inc.,
(the "Company") since June 30, 2005 and material changes in our results of
operations for the three and nine months ended March 31, 2006, as compared to
the same period in 2005. This discussion and analysis should be read in
conjunction with "Management's Discussion and Analysis" included in the
Company's Annual Report on Form 10-KSB for the year ended June 30, 2005,
including audited financial statements contained therein, as filed with the
Securities and Exchange Commission.



|Special note regarding forward-looking
      statements
|-------------------------------------------------------

This report contains forward-looking statements
within the meaning of federal securities laws. These statements plan for or
anticipate the future. Forward-looking statements include statements about our
future business plans and strategies, statements about our need for working
capital, future revenues, results of operations and most other statements that
are not historical in nature. In this Report, forward-looking statements are
generally identified by the words "intend", "plan", "believe", "expect",
"estimate", and the like. Investors are cautioned not to put undue reliance on
forward-looking statements. Except as otherwise required by applicable
securities statues or regulations, the Company disclaims any intent or
obligation to update publicly these forward-looking statements, whether as a
result of new information, future events or otherwise. Because forward-looking
statements involve future risks and uncertainties, these are factors that could
cause actual results to differ materially from those expressed or implied.



|Results of
  Operations
|-----------------------

Three and Nine Months Ended March 31, 2006
versus Three and Nine Months Ended March 31, 2005

We incurred a net loss of $439,017  for the
three months ended March 31, 2006, as compared to a net loss of $632,259 for the
three months ended March 31, 2005 due to the following:

For the three months ended March 31, 2006, the
Company incurred total research and development costs of $44,474 compared to
$124,784 for the three months ended March 31, 2005. Research and development
expenses have been reduced during the three months ended March 31, 2006 as a
result of a decrease in the number of employees and consultants that were
employed or that performed services during the quarter. Research and development
expenses consist of engineering and project management salaries; consulting
expenses, prototype equipment costs and travel related expenses. All expenses
incurred during the research and development stage are expensed as
incurred.

General and administrative costs increased
approximately 48 percent, from $275,540 for the three months ended March 31,
2005, to $407,974 for the three months ended March 31, 2006. General and
administrative costs incurred in the Sarasota, Florida and Seattle, Washington
operations consist mainly of salaries, travel and professional fees related to
the development of our new business opportunities.

Stock based compensation for the three months
ended March 31, 2006 decreased from $225,718 for the three months ended March
31, 2005 to $42,344 for the three months ended March 31, 2006. The reduction is
a result of not awarding as many options or common stock to compensate
employees, directors and consultants in the three months ended March 31,
2006.

For the three months ended March 31, 2005, our
Costa Rican operations generated revenues of $13,519 and operating expenses of
$16,330, resulting in an operating loss of $2,811. The Costa Rican operations
were sold effective April 21, 2005.

The net loss of $1,334,032 for the nine months
ended March 31, 2006 is an increase over the prior periods net loss of
$1,808,924 for the nine months ended March 31, 2005. Overall general and
administrative expenses increased

15

---

$160,663 while stock based compensation decreased
$259,074 and research and development fees decreased $476,696.

For the nine months ended March 31, 2006, the
Company incurred total research and development costs of $67,080 compared to
$543,776 for the nine months ended March 31, 2005. Research and development
expenses consist of engineering and project management salaries; consulting
expenses, prototype equipment costs and travel related expenses. All expenses
incurred during the research and development stage are expensed as
incurred.

General and administrative increased
approximately 17 percent, from $926,257 for the nine months ended March 31,
2005, to $ 1,086,920 for the nine months ended March 31, 2006. General and
administrative costs incurred in the Sarasota, Florida and Seattle, Washington
operations consist mainly of salaries, travel and professional fees related to
the development of our new business opportunities.

Stock based compensation for the nine months
ended March 31, 2006 decreased 69 percent from $373,618 for the nine months
ended March 31, 2005 to $114,545 for the nine months ended March 31, 2006.



|Liquidity and Capital
      Resources
|-------------------------------------

We have current assets of $740,019 (including
$251,302 in cash) compared with current liabilities of $2,082,088, resulting in
a working capital deficit of $1,342,069 as of March 31, 2006. Our auditors have
questioned our ability to continue as a going concern in our June 30, 2005
annual audited financial statements due to our significant operating losses
incurred since inception and our working capital deficit. We rely on loans and
private sales of equity to maintain liquidity. Our capital resources include
private stock sales and cash advances from principal shareholders.

Our cash balance increased $225,239 from $26,063
at June 30, 2005 to $251,302 as of March 31, 2006. The increase was the result
of the cash proceeds from the note payable offset by negative cash flows from
operations of $1,340,220. Negative cash flows from operations consisted
primarily of our $2,053,745 net loss, offset by stock-based compensation of
$114,545 and the amortization and discount of the conversion feature of the note
payable of $798,339.

Until we establish profitable operations, our
sources of liquidity will continue to be shareholder loans and common stock
sales. Our internet service provider operations incurred a net loss of
approximately $2,053,745 during the nine months ended March 31, 2006 and are not
expected to provide operating cash in the foreseeable future.

During the nine months ended March 31, 2006, the
Company advanced $205,000 to Digital Computer Integration Corporation, a merger
candidate and a Texas corporation ("DCI") due on April 28, 2005, with 12.5%
interest. At the time of the loans, DCI and the Company had executed a
definitive Agreement and Plan of Merger (see Note 8: Acquisitions), and as of
March 31, 2006, the Merger was terminated without consummation.

Subsequent, to March 31, 2006, DCI defaulted on
the note receivable. The Company is pursuing collection of the amounts owed via
the perfected collateral and through the exploration of selling or assigning the
note receivable to third parties. Management believes the note, plus accrued
interest, is fully collectible. However, should management determine that it is
probable that the Company will be unable to collect all amounts due; the Company
will record a valuation allowance up to the entire balance of the note
receivable.

The Company's future success will be dependent
upon its ability to create and provide effective and competitive automatic
vehicle location services and the Company's ability to develop and provide new
services that meet customers changing requirements; including the effective use
of leading technologies to continue to enhance its current services and to
influence and respond to emerging industry standards and other technological
changes on a timely and cost-effective basis. There can be no assurance that we
will achieve these goals.

16

---



|ITEM 3. CONTROLS AND
      PROCEDURES
|-------------------------------------

Under the supervision and with the participation
of our Management, including our Principal Executive Officer and Principal
Accounting Officer, we conducted an evaluation of the effectiveness of the
design and operations of our disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the Exchange Act) as of the end of the period covered by this report.
Based on this evaluation, our Principal Executive Officer and Principal
Accounting Officer concluded that our financial disclosure controls and
procedures were not effective so as to timely identify, correct and disclose
information required to be included in our Securities and Exchange Commission
(SEC) reports due to the Companys limited internal resources and lack of
ability to have multiple levels of transaction review. Through the use of
external consultants and the audit process, management believes that the
financial statements and other information presented herewith are materially
correct.

There have been no significant changes in the
Companys internal control over financial reporting or, to our knowledge, in
other factors that could significantly affect the Companys internal controls
over financial reporting subsequent to the evaluation date.

Certification by each Director and Executive
Officer has been executed.



|PART 2.OTHER
      INFORMATIONItem 1 - Legal
      Information:
|---------------------------------------------------------------

Optigate, Inc. v. Rover Telcom, Inc.,(hereafter called Rover). OptiGate, Inc.,
(hereafter OptiGate) filed suit against Rover, a wholly owned subsidiary of
the Company in the U. S. District Court for the Northern District of California,
Fresno Div., CA No. 03 CE CG 03733. The claim asserts breach of contract by
Rover. The amount claimed is $150,000 for the alleged breach. Rover has
counterclaimed for damages, breach and that the contract is void from inception.
After suit was filed, service had and pleadings filed by both parties, OptiGate
filed for Chapter 7 proceedings in the U. S. Bankruptcy Court, Middle District
of California. The U. S. Trustee has opened negotiations to settle the matter by
offering to accept $100,000 and we have countered by offering $10,000, which was
subsequently rejected. Any judgment we obtain is expected to be not collectable.
Management of the Company believes that the likelihood of a material adverse
outcome is remote.

The company had employment agreements with Fred
Anderson, Jon Fatula and Kevin Gorman. Under those agreements the company agreed
to negotiate a reimbursement to these employees certain sums allegedly owed them
by StarCom Wireless, Inc., (hereafter called StarCom). Mr. Fatula and Mr.
Gorman filed secured claims against the bankrupt estate of StarCom in the case
referred to in item 1 above. Mr. Anderson did not file a civil claim despite
being urged to do so. Mr. Anderson did file a claim in the Ch. 11 and Ch. 7
bankruptcy cases of StarCom.

Mr. Anderson says that some amount in excess of
$300,000 is due him and that is disputed. First he made no claim in bankruptcy
for any amount. Secondly he was urged to file suit against StarCom more two
years ago and declined. Thirdly his claim against SkyLynx includes salary claims
on behalf of his wife who is not a party to our agreement. Fourth the amount
claimed includes sales by a company owned by Mr. Anderson and allegedly not paid
for by StarCom. SkyLynx did not agree to reimburse him for any of those items.
Finally it appears that Mr. Anderson was being paid back salary by StarCom and
AllCom, Inc., an affiliate of StarCom, but not giving any credit to SkyLynx for
the amounts paid.

In all three instances negotiated amounts may be
owed. No such negotiations have occurred or been requested by these employees.
Therefore, only ade minimisamount is due on any of these matters at present. The contracts do
not specify any amount and further are subject to the final terms and
conditions being negotiated between us.

On January 24, 2006, SkyLynx Communications, Inc.
(the "Company"), was served with a Summons and Petition that was filed in the
District Court of Dallas County, Texas, B-44thJudicial District, Cause No.
06-00451 by New

17

---

Market Technology, Inc., as plaintiff, against
the Company, Digital Computer Integration Corporation ("DCI") and other parties.
The factual nexus of the claims center around transactions that occurred between
DCI, the plaintiff and other parties. In December, 2005, the Company announced
that it had entered into a definitive Agreement and Plan of Merger to acquire
DCI. In the Petition, the plaintiff asserts numerous claims against the other
defendants and the Company, including claims based upon tortuous interference
with contract and conspiracy. The Company has been dismissed from this
case.

For the reasons enumerated above no amount should
be specified. At the most a footnote of potential undetermined sums may be
owed.

No other known or asserted claims against the
Company exist to the knowledge of management.

Item 2 - Unregistered Sales of Equity
Securities and Use of Proceeds

In August 2005, the Company issued an aggregate
of 40,000 shares of common stock to employees in consideration of services. The
persons receiving the securities qualified as "accredited investors" within the
meaning of Rule 502(a) of Regulation D. The securities, which were taken for
investment purposes and were subject to appropriate transfer restrictions and
restrictive legend, were issued without registration under the Securities Act in
reliance upon the exemption set forth in Section 4(2) of the Securities Act.

In December 2005, the Company issued an aggregate
of 50,000 shares of common stock to a director in consideration of services. The
person receiving the securities qualified as an "accredited investor" within the
meaning of Rule 502(a) of Regulation D. The securities, which were taken for
investment purposes and were subject to appropriate transfer restrictions and
restrictive legend, were issued without registration under the Securities Act in
reliance upon the exemption set forth in Section 4(2) of the Securities Act.

Also in December 2005, the Company issued an
aggregate of 30,000 shares of common stock to vendor in settlement of a payable
valued at $3,000.

Finally, in December 2005, the Company issued an
aggregate of 800,000 shares of common stock to a consultant in consideration of
services. The person receiving the securities qualified as an "accredited
investor" within the meaning of Rule 502(a) of Regulation D. The securities,
which were taken for investment purposes and were subject to appropriate
transfer restrictions and restrictive legend, were issued without registration
under the Securities Act in reliance upon the exemption set forth in Section
4(2) of theSecurities Act.



|Item 3-Defaults upon Senior
    Securities:
|-------------------------------------------



| | None.
| | -----

Item 4 - Submission of Matters to a Vote of
Security Holders:



| | None.
| | -----



|Item 5 - Other
    information:
|-------------------------------



| | None.
| | -----



|Item 6 - Exhibits and Reports on Form
      8-K
|-----------------------------------------------



| | (a)Exhibits:
| | ------------

18

---



|Exhibit No.
|-----------



|Description
|-----------

|31. | Certification                                      
|--- | ---------------------------------------------------
|   
|32. | Certification Pursuant to U.S.C. Section
      1350
|   



| | (b)Reports on Form
      8-K:
| | -----------------------------

On February 21, 2006, the Company filed a Current
Report on Form 8-K, announcing the entry into a material definitive
agreement.

On March 1, 2006, the Company filed a Current
Report on Form 8-K, announcing the termination of a material definitive
agreement.

On March 9, 2006, the Company filed a Current
Report on Form 8-K, announcing the entry into a material definitive
agreement.

On March 13, 2006, the Company filed a Current
Report on Form 8-K, announcing the entry into a material definitive
agreement.

On March 30, 2006, the Company filed a Current
Report on Form 8-K, announcing the entry into a material definitive
agreement.

On April 28, 2006, the Company filed a Current
Report on Form 8-K, announcing the entry into material definitive agreements;
the completion of acquisition of assets; the unregistered sale of equity
securities; a change in control; the departure of directors and principal
officers; the election of directors; the appointment of principal officers; and
an amendment of certificate of incorporation.



|SIGNATURES
|----------

Pursuant to the requirements of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized

SKYLYNX COMMUNICATIONS,
INC.Date:May 22,
2006By:/s/ Gary L.
BrownPresident and Acting Chief Financial
Officer

19

---