UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                -----------------

                                    FORM 10Q/A
                                -----------------

(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 For the quarterly period ended September 30, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from __________ to ___________

                       Commission file number: 000-50162

                              QLINKS AMERICA, INC.
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Colorado                                     90-0138998
            --------                                     ----------

      (State of Incorporation)                      (IRS Employer ID Number)

                                 P.O. Box 631837
                                 ---------------
                            Highlands Ranch, CO 80163
                 -----------------------------------------------
                    (Address of principal executive offices)

                                  303-328-3290
                           --------------------------
                         (Registrant's Telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 the filing  requirements for
the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the  registrant is a large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated  filer [ ] (Do
not check if a smaller reporting company) Smaller reporting company [X]


<PAGE>


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

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

As of November 18, 2008, there were 64,781,680 shares of the registrant's common
stock issued and outstanding.




<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                              <C>


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements       (Unaudited)                                                  Page

         Balance Sheets -September 30, 2008 and December 31, 2007                                      1

         Statements of Operations  -
                  Nine and Three  months ended  September  30, 2008 and 2007 and
                   the Period from July 5, 2006 (inception) through
                  September 30, 2008                                                                   2

         Statement of Changes in Stockholders' Equity (Deficit) -
                  September 30, 2008                                                                   3

         Statements of Cash Flows -
                  Nine months ended  September  30, 2008 and 2007 and the Period
                  from July 5, 2006 (inception) through
                  September 30, 2008                                                                   4

         Notes to Financial Statements                                                                 5

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                           11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk - Not Applicable

Item 4. Controls and Procedures                                                                       15

Item 4T.  Controls and Procedures                                                                     15

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings -Not Applicable                                                            16

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                  17

Item 3.  Defaults Upon Senior Securities - Not Applicable                                             17

Item 4.  Submission of Matters to a Vote of Security Holders - Not Applicable                         17

Item 5.  Other Information - Not Applicable                                                           17

Item 6.  Exhibits                                                                                     18

SIGNATURES                                                                                            19

</TABLE>


<PAGE>


                                     PART I

ITEM 1. FINANCIAL STATEMENTS
<PAGE>
<TABLE>
<CAPTION>


               QLINKS AMERICA, INC.
          (A Development Stage Company)
                  BALANCE SHEETS
<S>                                                <C>               <C>


                                                   September 30, 2008    December 31, 2007
                                                   -----------------------------------
                                                     (Unaudited)             (Audited)
ASSETS
Current Assets
         Cash                                                  $ 83           $ 8,667
         Prepaid Expenses                                                       6,203
                                                   ----------------- -----------------
   Total Current Assets                                          83            14,870
                                                   ----------------- -----------------
Fixed Assets
Fixed Assets - Cost                                               -           344,672
        Accumulated Depreciation                                  -          (115,201
                                                   ----------------- -----------------
   Fixed Assets, Net                                              -           229,471
                                                   ----------------- -----------------
Amortizable Intangible Assets
         Technology & Licenses                                    -           729,150
         Accumulated Amortization                                 -          (684,375)
                                                   ----------------- -----------------
   Amortizable Intangible Assets, net                             -            44,775
                                                   ----------------- -----------------
Other Assets
        Goodwill                                                  -           600,000
        Deposits                                                  -             1,988
                                                   ----------------- -----------------
   Total Other Assets                                             -           601,988
                                                   ----------------- -----------------

                                                   ----------------- -----------------
TOTAL ASSETS                                         $           83   $       891,104
                                                   ================= =================

LIABILITIES AND STOCKHOLDERS' DEFICIT
   Liabilities
      Current Liabilities
Accounts Payable                                           $ 29,142          $ 23,261
Accrued Liabilities                                               -            39,558
Unpaid Compensation                                               -           132,000
Accrued Interest                                             19,651            43,628
Notes Payable                                               347,075         1,521,318
                                                   ----------------- -------------------
         Total  Liabilities, All Current                    395,868         1,759,765
                                                   ----------------- -----------------
   Stockholders' Deficit
Common  Stock,  no par value  (100,000,000
shares  authorized,  64,781,680  and
18,791,680  outstanding  as  of
September  30,  2008  and  December  31,  2007,
respectively)                                                     -                 -
Subscription Receivable                                     (69,000)                -
      Additional Paid in Capital                          2,865,513         2,585,880
      Retained Earnings (Deficit)                        (3,192,298)       (3,454,541)
                                                   ----------------- -----------------
   Total Stockholders' Deficit                             (395,785)         (868,661)
                                                   ----------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                    $ 83         $ 891,104
                                                   ================= =================

The accompanying notes are an integral part of these financial statements.

                                      1
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                              QLINKS AMERICA, INC.
                          (A Development Stage Company)
                             STATEMENTS OF OPERATION
                                   (Unaudited)
<S>                                <C>          <C>          <C>                       <C>

                                     Three Months Ended         Nine Months Ended      February 18, 2003
                                        September 30,             September 30,          (Inception) Through
                                      2008         2007         2008        2007       September 30, 2008
                                   ------------ -----------  ------------------------  --------------
 Revenue                                   $ -         $ -           $ -         $ -       $ 792,110

 Cost of Revenue
    Supplies and Materials                   -       3,446             -       3,706          40,806
    Merchant Services                        -           -             -           -          18,070
    Equipment Leasing                        -       6,135         2,045      22,404          34,904
                                   ------------ -----------  ------------------------  --------------
 Total Cost of Revenue                       -       9,581         2,045      26,110          93,780
                                   ------------ -----------  ------------------------  --------------
 Gross Profit                                -      (9,581)       (2,045)    (26,110)        698,330

 Expenses
 Compensation & Benefits                     -      85,409        31,184     554,791       1,572,355
    Professional Fees                      680      53,129        13,147      65,427       1,017,273
    Depreciation & Amortization              -      51,050        17,017     164,127         887,740
    Office & Facility                        -       5,400         1,924      20,787         222,927
 Research & Development                      -       8,914           395       9,868         107,010
    Travel & Entertainment                   -       2,571             -      22,735         135,751
    Advertising & Promotion                  -           -             -      10,575          90,092
    Commissions & Fees                       -           -             -           -          40,000
    Bad Debts (Note 3)                       -           -             -      (2,209)         72,000
                                   ------------ -----------  ------------------------  --------------
 Total Expenses                            680     206,473        63,667     846,101       4,145,148
                                   ------------ -----------  ------------------------  --------------
Net Loss from Operations                  (680)   (216,054)      (65,712)   (872,211)     (3,446,818)

 Other Income and Expense
 Other Income
    Interest Earned                          -           -             -           -          17,700
    Debt Forgiveness                    34,960           -       977,740           -       1,112,690
    Other Income                             -           -             -           -           4,803
                                   ------------ -----------  ------------------------  --------------
 Total Other Income                     34,960           -       977,740           -       1,135,193

 Other Expense
    Interest Expense                    12,798      51,367        49,770     158,146         400,168
    Impairment of Goodwill                   -           -       600,000           -         678,504
    Loss on Sale of Asset                    -           -             -          50              50
    Penalties and Settlements                -           -             -           -           4,513
    Taxes and Licenses                       -           -            15         710             725
                                   ------------ -----------  ------------------------  --------------
 Total Other Expense                    12,798      51,367       649,785     158,906       1,083,960
                                   ------------------------  ------------------------  --------------
 Net Other Income (Expense)             22,162     (51,367)      327,955    (158,906)         51,233
                                   ------------ -----------  ------------------------  --------------
                                   ------------------------------------------------------------------
Net (Loss) Income from Continuing
Operations                            $ 21,482  $ (267,421)    $ 262,243 $ (1,031,117)  $ (3,395,585)
                                   ------------------------------------------------------------------
 Discontinued Operations
 Income from Discontinued Ops                -           -             -      26,514          27,405
   Gain on payment of debt                   -           -             -     175,882         175,882
                                   ------------------------  ------------------------  --------------
Income from Discontinued
Operations                                 $ -         $ -           $ -   $ 202,396       $ 203,287
                                   ------------------------  ------------------------  --------------

                                   ------------------------  ------------------------  --------------
Net (Loss) Income                     $ 21,482  $ (267,421)    $ 262,243  $ (828,721)   $ (3,192,298)
                                   ========================  ========================  ==============
 Weighted average common shares
      outstanding-basic             45,281,680   18,781,680     37,005,724  18,781,680
                                   ============ ===========  ========================
 Weighted average common shares
       outstanding - diluted        45,281,680   18,781,680     37,005,724  18,781,680
                                   ============ ===========  ========================
Basic Loss per common share         $  0.00      $ (0.01)    $      0.01   $   (0.04)
                                   ------------ -----------  ------------------------
                                   ------------ -----------  ------------------------
Diluted Loss per common share       $  0.00      $ (0.01)    $      0.01   $   (0.04)
                                   ------------ -----------  ------------------------

The accompanying notes are an integral part of these financial statements.

                                      2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                              QLINKS AMERICA, INC.
                          (A Development Stage Company)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY
                         AND COMPREHENSIVE INCOME (LOSS)
                                   (Unaudited)
                               September 30, 2008
<S>                                               <C>

                                                 Number of     Common Stock  Subscription     Additional    Retained Earnings  Total
                                                 Common Shares (no par value) Receivable   Paid in Capital     (Deficit)
                                                  ----------------------------------------------------------------------------------
Beginning balance, February 18, 2003 (Inception)        -               $ -    $ -              $ -                $ -          $ -



  Issuance of stock                              13,700,000               -     -         1,119,000                  -    1,119,000
  Net income (loss)                                       -               -     -                 -           (626,989)    (626,989
                                                  ----------------------------------------------------------------------------------
Balance, December 31, 2003                       13,700,000               -     -         1,119,000           (626,989)     492,011
                                                  ----------------------------------------------------------------------------------
  Issuance of stock for cash                        100,000               -     -            20,000                  -       20,000
  Net income (loss)                                       -               -                       -           (298,663)    (298,663)
                                                  ----------------------------------------------------------------------------------
Balance, December 31, 2004                       13,800,000               -     -         1,139,000           (925,652)     213,348
 Issuance of stock for acquisition                  250,000               -     -            50,000                  -       50,000
 Net income (loss)                                        -               -     -                 -           (141,245)    (141,245
                                                  ----------------------------------------------------------------------------------
Balance, December 31, 2005                       14,050,000               -     -         1,189,000         (1,066,897)     122,103
                                                  ----------------------------------------------------------------------------------
  Conversion of accrued compensation to stock       470,000               -     -            77,000                  -       77,000
  Conversion of notes payable to stock            1,250,000               -     -           250,000                  -     250,000
  Exercise of stock options and warrants            330,000               -     -            83,000                  -       83,000
  Stock compensation                                 30,000               -     -             9,000                  -        9,000
  Issuance of stock for cash                        400,000               -     -           200,000                  -      200,000
  Acquisition of Global Envirotech                2,161,680               -     -           648,504                  -      648,504
  Net (loss)                                              -               -     -                 -         (1,264,262)  (1,264,262)
                                                  ----------------------------------------------------------------------------------
Ending balance, December 31, 2006                18,691,680               -     -         2,456,504         (2,331,159)     125,345
                                                  ----------------------------------------------------------------------------------
  Issuance of stock for cash                         90,000               -     -            45,000                  -       45,000
  Stock compensation                                      -               -     -            84,376                  -       84,376
  Net (loss)                                              -               -     -                 -         (1,123,382)  (1,123,382)
                                                  ----------------------------------------------------------------------------------
Ending balance, December 31, 2007                18,781,680               -     -         2,585,880         (3,454,541)    (868,661)
                                                  ----------------------------------------------------------------------------------
 Issuance of stock for cash/note receivable      46,000,000               -    (69,000)      94,000                  -       25,000
 Forgiveness of debt owned to former                                                        185,633                         185,633
 officer/director
 Net income                                               -               -     -                 -           262,2436      262,243
                                                  ----------------------------------------------------------------------------------
Ending balance, September 30, 2008               64,781,680               -   $(69,000) $ 2,865,513       $ (3,192,298)  $ (395,785)
                                                  ==================================================================================


</TABLE>
The accompanying notes are an integral part of these financial statements.

                                       3

<PAGE>
<TABLE>
<CAPTION>
                QLINKS AMERICA, INC.
          (A Development Stage Company)
            Statements of Cash Flows
                   (Unaudited)
<S>                                               <C>         <C>           <C>

                                                     Nine Months Ended      February 18, 2003
                                                       September 30,      (Inception) Through
                                                     2008        2007       September 30, 2008
                                                  ----------- ------------  --------------
Cash flow from operating activities:
Net Income (Loss)                                  $ 262,243    $(828,721)   $ (3,192,298)
Adjustment for net income from discontinued
 operations                                                -     (202,396)       (203,287)
                                                  ----------- ------------  --------------
Income (Loss) from continuing operations             262,243   (1,031,117)     (3,395,585)
Adjustments to reconcile net loss to net
 cash provided (used) by operations:
Depreciation                                           4,864       43,982         130,166
Impairment of goodwill                               600,000            -         678,504
Non-cash interest expense (including note
 payable discount)                                         -       43,885         106,374
Non-cash stock compensation expense                        -       79,548          94,626
Fixed asset write-off                                      -        8,160           8,160
Amortization of technology and licenses               12,153      120,145         756,974
Forgiveness of debt                                 (978,140)           -      (1,113,090)
Bad debt expense                                           -       (2,209)         72,000
(Gain) on sale of fixed assets                             -            -               -
                                                                                        -
Changes in operating assets and liabilities:                                            -
Decrease (increase) in accounts receivable                 -        6,629        (106,346)
Decrease in prepaid expenses                           6,203       38,781               -
Decrease (increase) in other assets                    1,988            -               -
Increase (decrease) in accounts payable                5,881     (131,757)         30,694
(Decrease) increase in accrued liabilities           (67,272)     (15,807)         96,540
Increase (decrease) in accrued compensation         (132,000)     (12,500)              -
 Net effect of discontinued operations                     -       58,548         (45,609)
                                                  ----------- ------------  --------------
Net cash used by operating activities               (284,080)    (793,712)     (2,686,592)

Cash flow from investing activities:
Loans to officers                                          -            -        (120,000)
Purchase of fixed assets                                   -            -        (375,699)
Sale or other disposition of fixed assets            229,471        2,083         231,554
(Acquisition) disposition of technology and
 licenses                                             44,775            -        (849,832)
Cash paid for Global Envirotech acquisition                -            -         (30,000)
                                                  ----------- ------------  --------------
Net cash provided (used) by investing activities     274,246        2,083      (1,143,977)

Cash flow from financing activities:
Proceeds from issuance of notes payable               26,250      530,266       2,111,028
Payments of notes payable                            (50,000)    (123,125)       (199,126)
Conversion of accrued compensation to stock
 (non-cash)                                                -            -          77,000
Conversion of accounts payable to notes payable
 (non-cash)                                                -       64,750          64,750
Proceeds from sale of Qlinks Media Group                          285,000         285,000
Proceeds from sale of stock                           25,000       45,000       1,409,000
Proceeds from exercise of stock warrants and
 options                                                   -            -          83,000
                                                  ----------- ------------  --------------
Net cash flow provided by financing activities         1,250      801,891       3,830,652

                                                  ----------- ------------  --------------
Net(decrease) increase in cash                        (8,584)      10,262              83

Cash, Beginning of Period                              8,667        6,789               -
                                                  ----------- ------------  --------------
Cash, End of Period                                     $ 83     $ 17,051            $ 83
                                                  =========== ============  ==============
Cash paid for interest                              $ 12,424    $ 108,173       $ 142,427
                                                  =========== ============  ==============
Cash paid for income taxes                               $ -          $ -             $ -
                                                  =========== ============  ==============
Supplemental non-cash disclosures:
Officer loan offset against notes payable                $ -          $ -       $ 120,000
                                                  =========== ============  ==============
Stock issuance for ThinkBurst Media asset purchase       $ -          $ -        $ 50,000
                                                  =========== ============  ==============
Conversion of notes payable to equity                    $ -     $ 64,750       $ 250,000
                                                  =========== ============  ==============
Conversion of accrued compensation to stock              $ -     $ 77,000        $ 77,000
                                                  =========== ============  ==============
Conversion of accounts payable to notes payable          $ -          $ -        $ 64,750
                                                  =========== ============  ==============
    Use of fixed assets to pay debt                $ 274,246          $ -       $ 274,246
                                                  =========== ============  ==============
The accompanying notes are an integral part of these financial statements.

                                       4
</TABLE>


<PAGE>
                              QLINKS AMERICA, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

1.  Organization,  Basis of Presentation  and Summary of Significant  Accounting
Policies

     Organization

Organization.  Qlinks America,  Inc.  ("Company",  "Qlinks") was incorporated on
February  18,  2003  in  the  State  of  Colorado.  Qlinks  America  has  been a
development-stage  company with plans to deliver  technology-based,  loyalty and
advertising  solutions  within  existing  Communities  of  Interest  ("COI")  to
increase  revenues  and profits for  consumer  packaged  goods (CPG)  retailers,
distributors,  and  manufacturers.  In late 2007,  the Company could not acquire
sufficient  capital to sustain its current  plans.  In addition,  the  Company's
current debt  obligations  could not be fully  serviced.  Most of the  Company's
large debt  obligations  were due at the end of December 2007. As a result,  the
Company  initiated  discussions  with large debt holders to alleviate  that debt
through a transfer of certain business assets to these debt holders.

On February 1, 2008, the operations of the Company were suspended. At this time,
management  of the Company is focusing its efforts on securing  financing to pay
outstanding debts and supporting future business  activities and the development
of its business plan.

On August 8, 2008, the Company  entered into a Share Purchase  Agreement with CS
Acquisition IV, LLC ("CSA").  CSA agreed to purchase 46,000,000 shares of common
stock  for  $94,000,  $25,000  of which  was paid at  closing  and  balance  was
evidenced by promissory notes due on September 30, 2008.

The Company plans to seek a business  acquisition  or  combination.  The Company
will need to fund the  deficits in  operating  capital  through  debt or private
placements of its common stock, which is its sole source of liquidity.

Basis of Presentation

            Development  Stage.  The  Company  has not  earned  any  significant
revenues from its limited operations. Accordingly, the Company's activities have
been accounted for as those of a "Development  Stage Enterprise" as set forth is
Statement  of  Financial  Accounting  Standard  No. 7 ("SFAS No. 7").  Among the
disclosures  required by SFAS No. 7 are that the Company's financial  statements
be identified as those of a development  stage company,  and that the statements
of operation,  stockholders'  equity (deficit) and cash flows disclose  activity
since the date of the Company's inception.

            Interim  Presentation.  In  the  opinion  of the  management  of the
Company, the accompanying  unaudited  consolidated  financial statements include
all normal  adjustments  considered  necessary to present  fairly the  financial
position and  operating  results of the Company for the periods  presented.  The
financial  statements  and notes are presented as permitted by Form 10-Q, and do
not contain certain information  included in the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2007. It is  management's  opinion
that when the interim  financial  statements  are read in  conjunction  with the
December 31, 2007 Annual Report on Form 10-KSB,  the disclosures are adequate to
make  the  information  presented  not  misleading.   Interim  results  are  not
necessarily indicative of results for a full year or any future period.

                                       5

<PAGE>




Significant Accounting Policies

         Use of Estimates. The preparation of financial statements in conformity
with GAAP requires  management to make estimates and assumptions that affect the
reported  amounts of assets and liabilities and disclosure of contingent  assets
and liabilities at the date of the financial statements, as well as the reported
amounts  of  revenue  and  expenses  during the  reporting  period.  Significant
estimates  have been made by  management  with respect to allowance for doubtful
accounts,  income tax valuation  allowance,  fair values of  long-lived  assets,
valuation  of  intangible  assets and  goodwill,  and fair value of  stock-based
compensation  amounts.  Actual  results  could  significantly  differ from these
estimates.

Cash and Cash Equivalents.

       The Company  maintains  the majority of its cash accounts at a commercial
bank.  The total  cash  balance  is insured  by the  Federal  Deposit  Insurance
Corporation  ("FDIC") up to $100,000 per  commercial  bank.  As of September 30,
2008,  the Company had zero  amounts in excess of the FDIC insured  limits.  For
purposes of the  statement  of cash flows,  the Company  considers  all cash and
highly liquid  investments with initial maturities of three months or less to be
cash equivalents.

Revenue recognition

         Advertising sales from the Company's  websites are generally  purchased
with a pre-paid contract for a specified number of months. Revenue from pre-paid
advertising sales is recorded as a liability on the balance sheet at the time of
purchase/payment and revenues are subsequently  recognized ratably over the life
of the advertising contract as the advertising is provided.

         Advertising sales from the Company's  electronic  advertising kiosks is
recognized at the end of each month for which advertising was provided.

         Ecommerce  revenue is recognized at the point-of-sale as the payment is
collected  immediately (via credit card) and there are no further obligations of
the Company.

         Consulting revenue is recognized upon the performance of services.

         Cost of revenue  generally  represents  the merchant  fees (credit card
processing) related to Ecommerce transactions and supplies and materials related
to our electronic advertising kiosks.

Net Loss per Share.

          Net loss per share is calculated in accordance  with the SFAS No. 128,
"Earnings  per  Share".  SFAS No. 128  superseded  Accounting  Principles  Board
Opinion  No.15 (APB No. 15).  Net loss per share for all periods  presented  has
been restated to reflect the adoption of SFAS No. 128.  Basic net loss per share
is based upon the weighted average number of common shares outstanding.  Diluted
net loss per  share is based on the  assumption  that all  dilutive  convertible
shares and stock options were  converted or  exercised.  Dilution is computed by
applying the treasury stock method. Under this method,  options and warrants are
assumed  to be  exercised  at the  beginning  of the  period  (or at the time of
issuance,  if later),  and as, if funds  obtained  thereby were used to purchase
common stock at the average market price during the period.

                                       6
<PAGE>




Fair value of financial instruments.

         Fair value  estimates  discussed  herein are based upon certain  market
assumptions  and pertinent  information  available to management as of September
30,  2008 and  December  31,  2007.  The  respective  carrying  value of certain
on-balance-sheet  financial  instruments  approximated their fair values.  These
financial  instruments  include cash,  accounts payable and notes payable.  Fair
values were assumed to approximate carrying values for cash and payables because
they are short term in nature and their carrying amounts approximate fair values
or they are payable on demand.

Other Comprehensive   Income (Loss).

The Company has no material components of other comprehensive  income (loss) and
accordingly, net loss is equal to comprehensive loss in all periods.

Stock-based compensation.

         Beginning  January 1, 2006,  the Company  adopted the provisions of and
accounts  for  stock-based  compensation  in  accordance  with the  Statement of
Financial  Accounting  Standards  ("SFAS") No. 123 - revised  2004("SFAS 123R"),
Share-Based  Payment.  Under  the  fair  value  recognition  provisions  of this
statement,  stock-based compensation cost is measured at the grant date based on
the fair value of the award and is  recognized  as  expense  on a  straight-line
basis over the  requisite  service  period,  which is the  vesting  period.  The
Company elected the  modified-prospective  method, under which prior periods are
not revised for comparative purposes.

The  valuation  provisions  of SFAS 123R apply to new grants and to grants  that
were  outstanding as of the effective date and are  subsequently  modified.  All
options granted and outstanding  during the periods  presented are fully-vested.
The Company did not grant any options during the six months ended June 30, 2008.

Fixed Assets.

Fixed assets are stated at cost less accumulated depreciation.  It is the policy
of the Company to  capitalize  items greater than or equal to $1,000 and provide
depreciation based on the estimated useful life of individual assets, calculated
using the straight line method. Estimated useful lives range as follows:
Life (yrs)
         Office equipment                                  5
         Computer hardware                                 3
         Market equipment (kiosks and related)             3
         Furniture and fixtures                            5


Recent Accounting Pronouncements

         In  September   2006,   the  FASB  issued  SFAS  No.  157,  Fair  Value
Measurements.  This  statement  defines fair value,  establishes a framework for
measuring fair value in generally accepted  accounting  principles,  and expands
disclosures  about fair value  measurements.  This statement applies under other
accounting  pronouncements that require or permit fair value measurements.  SFAS
No. 157 will be  effective  for us for our fiscal year  beginning  on January 1,
2008. The Company is currently assessing the impact the adoption of SFAS No. 157
may have on its financial statements.

                                       7
<PAGE>




            In  December  2007,  the FASB issued  SFAS No. 141  (Revised  2007),
Business  Combinations,  or SFAS  No.  141R.  SFAS  No.  141R  will  change  the
accounting for business  combinations.  Under SFAS No. 141R, an acquiring entity
will be required to recognize all the assets acquired and liabilities assumed in
a transaction at the acquisition-date  fair value with limited exceptions.  SFAS
No.  141R will  change the  accounting  treatment  and  disclosure  for  certain
specific items in a business combination. SFAS No. 141R applies prospectively to
business  combinations  for  which  the  acquisition  date  is on or  after  the
beginning of the first annual  reporting  period  beginning on or after December
15, 2008.  Accordingly,  any business combinations we engage in will be recorded
and disclosed following existing GAAP until January 1, 2009. The Company expects
SFAS No. 141R will have an impact on accounting for business  combinations  once
adopted but the effect is dependent upon  acquisitions at that time. The Company
is still assessing the impact of this pronouncement.

     In December 2007, the FASB issued SFAS No. 160,  "Noncontrolling  Interests
in Consolidated  Financial  Statements -An  Amendment of ARB No. 51, or SFAS No.
160". SFAS No. 160  establishes  new accounting and reporting  standards for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. The Company believes that SFAS 160 should not have a material
impact on its financial position or results of operations.

         In February  2007,  FASB issued SFAS No. 159, The Fair Value Option for
Financial  Assets and  Financial  Liabilities  - Including  an Amendment of FASB
Statement No. 115. This  statement  will be effective for us for our fiscal year
beginning on January 1, 2008, and will permit entities to choose to measure many
financial  instruments  and  certain  other  items  at fair  value.  Most of the
provisions  of SFAS No.  159 apply  only to  entities  that elect the fair value
option.  The  possible  adoption  of this  statement  is not  expected to have a
material effect on the Company's financial statements.

     In March 2008, the FASB issued SFAS No. 161  Disclosures  about  Derivative
Instruments and Hedging Activities.  SFAS No. 161 requires additional disclosure
related to derivatives  instruments  and hedging  activities.  The provisions of
SFAS No. 161 are  effective  as of January 1, 2008 and the Company is  currently
evaluating the impact of adoption.

2.       Going Concern

           In the  Company's  Annual  Report on Form  10-KSB for the fiscal year
ended  December  31,  2007,  the  Report of the  Independent  Registered  Public
Accounting  Firm includes an explanatory  paragraph  that describes  substantial
doubt about the Company's ability to continue as a going concern.  The Company's
interim  financial  statements for the nine months ended September 30, 2008 have
been prepared on a going concern basis,  which  contemplates  the realization of
assets and the settlement of liabilities and commitments in the normal course of
business.  The Company reported net income of $262,243 for the nine months ended
September 30, 2008, and an accumulated deficit of $3,192,298 as of September 30,
2008. At September  30, 2008,  the Company's  total current  liabilities  exceed
total current assets by $395,785.

     The future  success of the  Company is likely  dependent  on its ability to
attain additional capital, or to find an acquisition to add value to its present
shareholders  and  ultimately,  upon its  ability  to attain  future  profitable
operations.  There can be no assurance  that the Company will be  successful  in
obtaining  such  financing,  or that it will  attain  positive  cash  flow  from
operations. Management believes that actions presently being taken to revise the
Company's operating and financial  requirements  provide the opportunity for the
Company to continue as a going concern.

                                       8
<PAGE>




3.        Goodwill

          During the nine months  ended June 30, 2008,  the Company  performed a
review of the value of its goodwill  which had a carry amount of $600,000.  Upon
the completion of an impairment review of goodwill, the Company decided to write
down goodwill by $600,000.  This adjustment  resulted primarily from the lack of
revenue  generated by the Company,  the continued cash flow challenges  faced by
the Company and the Company's suspension of its operations. After the impairment
of $600,000, the Company's goodwill, at September 30, 2008, had a value of $0.


4.        Debt
<TABLE>
<CAPTION>
<S>                                                                    <C>

    The Company's debt consists of the following at September 30, 2008:

---------------------------------------------------------------------- -----------------------------
3rd Party Notes:                                                           Principal Balance at
                                                                            September 30, 2008
---------------------------------------------------------------------- -----------------------------
Financial institution - $45,000 revolving line of credit, five year              $36,265
---------------------------------------------------------------------- -----------------------------
Vendor - $60,000 principal. (Former accounts payable balance due                  60,000
---------------------------------------------------------------------- -----------------------------
Private party - $275,000 principal.  180 day note due December 31,               250,810
---------------------------------------------------------------------- -----------------------------
Total Notes                                                                      $347,075
---------------------------------------------------------------------- -----------------------------
</TABLE>

         During  the  nine  months  ended   September  30,  2008,   the  Company
transferred  property,  equipment,  technology  and licenses with a net value of
$274,246 to note holders  holding notes  totaling a $1,142,550 as payment on the
notes.  The  holders  of  the  notes  released  the  Company  from  any  further
obligations  under  the  notes.  As a result,  the  Company  recorded  a gain of
$942,780 on the settlement of the debt.

       During the nine months ended September 30, 2008, the Company paid $25,000
in promissory notes owed to a former officer and director of the Company.

5.        Stockholders' Deficit

Common Stock.

      On August 8, 2008,  the Company  entered into a Share  Purchase  Agreement
with CS Acquisition IV, LLC ("CSA"). CSA agreed to purchase 46,000,000 shares of
common stock for  $94,000,  $25,000 of which was paid at closing and balance was
evidenced by promissory notes due on September 30, 2008.

Paid In Capital

     During the nine months  ended  September  30,  2008,  a former  officer and
director of the Company forgave accrued payroll of $185,663. This forgiveness of
debt has bee treated as a contribution  and additional  paid in capital has been
debted accordingly.

Stock Option Plan

          During  the  nine  months  ended   September  30,  2008,  the  Company
terminated  it  stock  option  plan  and  all  outstanding  stock  options  were
forfeited.

          In January 2007 our  stockholders  approved the "Key  Personnel  Stock
Option  Plan" (the  "Plan").  Initially,  2,000,000  shares  were  reserved  for
issuance  under the  Plan.  Options  issued  under  the  Option  Plan are at the
discretion of the Board of Directors,  including the vesting  provisions of each
Stock option  granted.  Options are granted with an exercise  price equal to the
market  price of our common stock on the date of grant and  generally  vest over
four years.

                                       9
<PAGE>




         The fair value of each option  grant is  estimated on the date of grant
using the Black-Scholes  model. The Black-Scholes model uses four assumptions to
calculate  the fair  value of each  option  grant.  The  expected  term of share
options  granted is derived using the  simplified  method  prescribed by the SEC
Staff Accounting  Bulletin 107,  "Share-Based  Payment." The risk-free  interest
rate is based upon the rate  currently  available on zero-coupon  U.S.  Treasury
instruments  with a  remaining  term  equal to the  expected  term of the  stock
options.  The expected  volatility  is based upon  historical  volatility of our
common stock over a period equal to the expected term of the stock options.  The
expected  dividend yield is zero and is based upon  historical  and  anticipated
payment of dividends.

         During the nine months ended September 30, 2007,  pursuant to the terms
of the Plan we granted  options to purchase shares of the common voting stock of
the  corporation to six  individuals on January 8, 2007. The options provide for
the purchase of 775,000  shares of common  voting stock at an exercise  price of
$0.50 per share.  The options are exercisable in increments as they vest to each
optionee.  The options are  exercisable for a period of five years from the date
of the vesting of each increment.

The following is a summary of stock option  activity under the Plan for the nine
months ended September 30, 2008:

<TABLE>
<CAPTION>
<S>                                                                               <C>

                                                                                    Weighted-
                                                                                     Average
                                                                     Weighted-      Remaining
                                                                      Average      Contractual
                                                      Number of      Exercise         Term
                                                        Shares         Price         (Years)
                                                     -------------  ------------  --------------
Options outstanding at January 1, 2008                    275,000   $      0.50            5.44
   Options granted                                              0   $      0.00
   Less options forfeited                               (275,000)   $      0.50
   Less options expired                                         0   $      0.00
   Less options exercised                                       0   $      0.00
                                                     -------------  ------------  --------------
Options outstanding at September 30, 2008                       0   $      0.50            0.00
                                                     =============  ============  ==============
Options exercisable at September  30, 2008                      0   $      0.50            0.00
                                                     =============  ============  ==============

</TABLE>

         As of September 30, 2008, there was no unrecognized  compensation costs
related to unvested stock options.

Other Stock Options and Warrants

         All  outstanding  options and  warrants  related to notes  payable were
terminated  during the nine months ended  September  30, 2008 as a result of the
Company transfer of property, equipment, technology and licenses to note holders
as payment on the notes.  The holders of the notes released the Company from any
further  obligations under the notes and all option and warrant  agreements were
terminated.

6.    Related Party Transactions

         During the nine months ended September 30, 2008, Mr. Mulford, the Chief
Executive  Officer  and  President  of the  Company,  loaned the  Company  funds
totaling $25,000, as described in Note 4.

         During the nine months ended  September 30, 2008,  the Company  accrued
$12,500 of unpaid compensation owed to Mr. Mulford,  the Chief Executive Officer
and President of the Company.

         During the nine months ended September 30, 2008, Mr. Mulford, the Chief
Executive  Officer and President of the Company,  forgave debt totaling  $40,460
owed to him by the Company.

                                       10
<PAGE>




ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future operations, strategies, financial results or other developments.

Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of December 31, 2007,  and for each of the years in the
two-year period then ended,  includes a "going concern"  explanatory  paragraph,
that describes  substantial  doubt about the Company's  ability to continue as a
going  concern.  Management's  plans in  regard  to the  factors  prompting  the
explanatory  paragraph are  discussed  below and also in Note 2 to the unaudited
quarterly financial statements.

EXECUTIVE SUMMARY

In late 2007 and early 2008, we could not acquire  sufficient capital to sustain
our operations with net losses. In addition,  our current debt obligations could
not be fully serviced. Most of our large debt obligations were due at the end of
December 2007. As a result, we initiated  discussions with large debt holders to
alleviate that debt and certain collateral was repossessed by secured creditors.
On February 1, 2008,  as result of not being able to service our  existing  debt
load while  continuing to execute our business plan, we suspended our operations
in the advertising solution business.

During the nine months  ended  September  30,  2008,  we  transferred  property,
equipment  technology  and licenses  with a net value of $274,246 to  promissory
note holders  holding notes totaling  $1,142,550,  as payment on the notes.  The
holder of the notes released us from any further obligations under the notes

Prior to the  suspension of our  operations  in February  2008,  our  operations
consisted of attempting  to deliver  electronic  kiosk  internet and other media
based  targeted  advertising  solutions  for our  clients  through  the usage of
multi-channel  venues.  We focused our  efforts,  on behalf of our  clients,  on
Communities  of Interest  (COI),  which are those areas where the consumer lives
and shops.  We offered  solutions  through such  channels as,  print,  internet,
indoor and outdoor digital signage,  cell phone,  e-mail and text messaging.  We
focused our efforts on marketing  to consumer  packaged  goods (CPG)  retailers,
distributors, and manufacturers.

On August 8, 2008, the Company  entered into a Share Purchase  Agreement with CS
Acquisition IV, LLC ("CSA").  CSA agreed to purchase 46,000,000 shares of common
stock  for  $94,000,  $25,000  of which  was paid at  closing  and  balance  was
evidenced by promissory notes due on September 30, 2008.

At this time,  our  management is focusing its efforts on securing  financing to
pay outstanding  debts and evaluating  future  business  activities in the media
arena and the restart of its business plan. We will need to fund the deficits in
operating capital through debt or private  placements of our common stock, which
is our sole source of liquidity.

                                       11
<PAGE>




There can be no  assurance  that  this  series  of  events  can be  successfully
completed,  that any such business  will be  identified or that any  stockholder
will  realize  any  return on their  shares  after such a  transaction  has been
completed.  In particular  there is no assurance  that any such business will be
located or that any  stockholder  will  realize any return on their shares after
such a transaction. Any merger or acquisition completed by us can be expected to
have a  significant  dilutive  effect on the  percentage  of shares  held by our
current stockholders.  We believe we are an insignificant  participant among the
firms which engage in the acquisition of business opportunities.  There are many
established  venture  capital and  financial  concerns  that have  significantly
greater financial and personnel  resources and technical expertise than we have.
In view of our limited financial resources and limited management  availability,
we will continue to be at a significant competitive disadvantage compared to our
competitors.

RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2008 COMPARED TO
SEPTEMBER 30, 2007

Revenue

During the nine months ended  September  30, 2008 and 2007, we did not recognize
any revenues from our continuing operations.

Costs of Revenue

During the nine months ended  September 30, 2008, we incurred  costs of revenues
of $2,045 as  compared  to cost of  revenues  of $26,110  during the nine months
ended  September  30,  2007.  The  decrease  is a  result  of our  cessation  of
operations, as discussed above.

Operating Expenses

During the nine months ended September 30, 2008, we incurred  operating expenses
of $63,667  compared to  operating  expenses of $872,211  during the nine months
ended  September 30, 2007. The decrease of $808,544 is a result of the cessation
of operations in February 2008.

Other Income (Expense)

During the nine months ended September 30, 2008, we relinquished security in the
form of  property,  equipment,  technology  and  licenses  with a net  value  of
$274,246 to secured promissory note holders holding notes,  totaling $1,142,550,
as  settlement  on the  notes.  The  holders of the notes  released  us from any
further obligations under the notes. As a result, we recorded a gain of $942,780
on the settlement of this debt.

During the nine months ended  September 30, 2008, we recorded a gain of $34,960
in connection with the forgiveness of debt.

Interest  expense for the nine months  ended  September  30, 2008  decreased  by
$108,376 to $49,770 compared to $158,146 for the nine months ended September 30,
2007.  The decrease is as a result of the  cancellation  of our notes payable as
discussed above.

During the nine months ended  September  30, 2008,  we performed a review of the
value of goodwill  which had a carry amount of $600,000.  Upon the completion of
an impairment review of goodwill, we decided to write down goodwill by $600,000.
This adjustment resulted primarily from the lack of revenue generated by us, our
continued cash flow challenges and the suspension of our  operations.  After the
impairment of $600,000, our goodwill, at September 30, 2008, had a value of $0.

                                       12

<PAGE>

Net Income (Loss)

During the nine months ended  September  30, 2008, we recognized a net income of
$262,243 compared to a net loss of $1,031,117 for the nine months ended June 30,
2007. The change of $1,293,360 was a primarily a result of the $808,544 decrease
in operating expenses, the $942,780 gain on the settlement of debt offset by the
$108,376 decrease in other expenses.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED  SEPTEMBER 30, 2008 COMPARED TO
SEPTEMBER 30, 2007.

Revenue

During the three months ended  September 30, 2008 and 2007, we did not recognize
any revenues from our continuing operations.

Costs of Revenue

During the three months ended  September 30, 2008, we incurred costs of revenues
of $0 as compared to cost of revenues of $9,581  during the three  months  ended
September 30, 2007. The decrease is a result of our cessation of operations,  as
discussed above.

Operating Expenses

During the three months ended September 30, 2008, we incurred operating expenses
of $680 compared to operating expenses of $206,473 during the three months ended
September  30, 2007.  The  decrease of $205,793 is a result of the  cessation of
operations in February 2008.

Other Income (Expense)

Interest  expense for the three months  ended  September  30, 2008  decreased by
$38,569 to $12,798  compared to $51,367 for the three months ended September 30,
2007.  The decrease is as a result of the  cancellation  of our notes payable in
first quarter 2008.

Net Income (Loss)

During the three months ended  September 30, 2008, we recognized a net income of
$21,482  compared to a net loss of $267,421 for the three months ended September
30,  2007.  The change of $288,903  was  primarily  result of our  cessation  of
operations.

LIQUIDITY AND CAPITAL RESOURCES

At September  30, 2008, we had total assets of $83  consisting  soley of cash on
hand of $83 and we had total liabilities, all current, of $395,868 for a working
capital deficit of approximately $395,785.

Net cash used by operating  activities  for the nine months ended  September 30,
2008 and 2007, respectively,  was $284,080 and $597,978.  During the nine months
ended September 30, 2008, net income of $262,243 was adjusted for non-cash items
consisting of $4,864 in depreciation  expense,  $600,000 impairment of goodwill,
$12,153 in amortization expense and $978,140 gain on the settlement of debt.

                                       13

<PAGE>




During the nine months ended June 30, 2007, net losses of $828,721 were adjusted
for  non-cash  items  consisting  of  $202,396  net  income  from   discontinued
operations,  $43,982  in  depreciation  expense,  $43,885 in  non-cash  interest
expense,  $79,548 in non-cash stock compensation expense,  $8,160 in fixed asset
write-offs,  $120,145 in  amortization  expenses and $2,209 in non-cash bad debt
recovery.

During the nine months ended  September 30, 2008, we received  funds of $274,246
from  our  investing  activities.   We  received  funds  of  $229,471  from  the
disposition of our fixed assets and $44,775 in connection  with the  disposition
of licenses and technology.  During the nine months ended September 30, 2007, we
used $2,083 in investing activities.

During the nine months ended  September 30, 2008,  we received  $1,250 from our
financing  activities.  During the nine months  ended  September  30,  2007,  we
received $801,8891from our financing activities.

During the six  months  ended  June 30,  2008,  Mr.  Mulford,  our former  Chief
Executive  Officer and  President,  loaned us funds  totaling  $25,000.  The 12%
promissory  notes have due dates  ranging  from April 1, 2008  through  July 23,
2008. During the quarter ended September 30, 2008, Mr. Mulford was paid in full.

During the nine months ended  September 30, 2008, a former  officer/director  of
the Company forgave accrued payroll owed to him of $185,663. This forgiveness of
debt has been treated as a contribution  and additional paid in capital has been
debited accordingly.

During the nine months  ended  September  30,  2008,  we  transferred  property,
equipment,  technology  and licenses  with a net value of $274,246 to promissory
note holders holding notes totaling a $1,142,550,  as payment on the notes.  The
holders of the notes released us from any further  obligations  under the notes.
As a result, we recorded a gain of $942,780 on the settlement of the debt.

Consequently,  we are now dependent on raising  additional equity and/or debt to
fund any  negotiated  settlements  with our  outstanding  creditors and meet our
future operating  expenses.  There is no assurance that we will be able to raise
the  necessary  equity and,  or, debt that we will need to be able to  negotiate
acceptable  settlements  with our  outstanding  creditors  or fund  our  ongoing
operating expenses.

In our financial  statements  for the fiscal year ended  December 31, 2007,  the
Report  of  the  Independent  Registered  Public  Accounting  Firm  includes  an
explanatory  paragraph  that  describes  substantial  doubt about our ability to
continue as a going concern. Our financial statements for the fiscal nine months
ended  September 30, 2008,  have been prepared on a going concern  basis,  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments  in the normal  course of business.  At September 30, 2008, we had a
working  capital deficit of  approximately  $326,785 and reported an accumulated
deficit of $3,006,665.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, Fair Value  Measurements.  This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted accounting principles,  and expands disclosures about fair
value measurements. This statement applies under other accounting pronouncements
that require or permit fair value  measurements.  SFAS No. 157 will be effective
for us for our fiscal  year  beginning  on January  1,  2008.  We are  currently
assessing  the impact  the  adoption  of SFAS No. 157 may have on our  financial
statements.

In February 2007,  FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial  Liabilities - Including an Amendment of FASB Statement No.
115. This  statement  will be effective for us for our fiscal year  beginning on
January 1, 2008,  and will permit  entities to choose to measure many  financial
instruments  and certain  other items at fair value.  Most of the  provisions of
SFAS No.  159 apply only to  entities  that  elect the fair  value  option.  The
possible adoption of this statement is not expected to have a material effect on
our financial statements.

                                       14

<PAGE>




 In  December  2007,  the FASB  issued  SFAS No. 141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160".
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

In March  2008,  the FASB  issued  SFAS No.  161  Disclosures  about  Derivative
Instruments and Hedging Activities.  SFAS No. 161 requires additional disclosure
related to derivatives  instruments  and hedging  activities.  The provisions of
SFAS No. 161 are effective as of January 1, 2008 and we are currently evaluating
the impact of adoption.

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e)  under the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule  15d-15(b),  our Chief  Executive  Officer and Principal
Financial  Officer carried out an evaluation  under the supervision and with the
participation  of  our  management,  of the  effectiveness  of  the  design  and
operation of our  disclosure  controls and  procedures  pursuant to Exchange Act
Rule  15d-14 as of the end of the period  covered by this  report.  Based on the
foregoing  evaluation,  our chief  executive  officer  and  Principal  Financial
Officer has concluded that our disclosure  controls and procedures are effective
in timely alerting them to material  information  required to be included in our
periodic SEC filings and to ensure that information  required to be disclosed in
our periodic SEC filings is  accumulated  and  communicated  to our  management,
including  our Chief  Executive  Officer,  to allow timely  decisions  regarding
required  disclosure as a result of the deficiency in our internal  control over
financial reporting discussed below.

                                       15
<PAGE>




ITEM 4T. CONTROLS AND PROCEDURES

Management's Quarterly Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control
over financial  reporting is designed to provide reasonable  assurance regarding
the  reliability  of  financial  reporting  and  the  preparation  of  financial
statements  for  external   purposes  in  accordance  with  generally   accepted
accounting  principles.  Our internal control over financial  reporting includes
those policies and procedures that:

     (i) pertain to the  maintenance  of records  that,  in  reasonable  detail,
accurately and fairly reflect the transactions and dispositions of our assets;

     (ii)  provide  reasonable  assurance  that  transactions  are  recorded  as
necessary to permit preparation

     (iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized

Management's  assessment of the  effectiveness  of the small  business  issuer's
internal  control over financial  reporting is as of the quarter ended September
30,  2008.  We  believe  that  internal  control  over  financial  reporting  is
effective.  We have not identified any, current material weaknesses  considering
the  nature  and  extent of our  current  operations  and any risks or errors in
financial reporting under current operations.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

This quarterly  report does not include an  attestation  report of the Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.

There  was no change in our  internal  control  over  financial  reporting  that
occurred during the fiscal quarter ended September 30, 2008, that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.


 PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                NONE.

                                       16
<PAGE>




ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company made the following  unregistered sales of its securities from July1,
2008 through September 30, 2008.
<TABLE>
<CAPTION>
<S>                 <C>                       <C>              <C>                            <C>

   DATE OF SALE       TITLE OF SECURITIES      NO. OF SHARES
                                                                       CONSIDERATION          CLASS OF PURCHASER
------------------- ------------------------- ---------------- ------------------------------ ----------------------------------
8/22/2008           Common Stock              46,000,000       $94,000                        Business Associate
------------------- ------------------------- ---------------- ------------------------------ ----------------------------------
</TABLE>

Exemption From Registration Claimed

All of the sales by the Company of its unregistered  securities were made by the
Company in reliance upon Section 4(2) of the  Securities Act of 1933, as amended
(the "1933  Act").  The entity  listed  above that  purchased  the  unregistered
securities were almost all existing  shareholders,  all known to the Company and
its management,  through pre-existing business  relationships,  as long standing
business associates,  and employees.  All purchasers were provided access to all
material  information,  which they requested,  and all information  necessary to
verify such information and were afforded access to management of the Company in
connection with their purchases.  All purchasers of the unregistered  securities
acquired such securities for investment and not with a view toward distribution,
acknowledging  such  intent  to the  Company.  All  certificates  or  agreements
representing  such securities that were issued  contained  restrictive  legends,
prohibiting further transfer of the certificates or agreements representing such
securities,  without such securities  either being first registered or otherwise
exempt from registration in any further resale or disposition.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                NONE.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                NONE.

ITEM 5.  OTHER INFORMATION

                NONE.

                                       17

<PAGE>




ITEM 6.  EXHIBITS

Exhibits.  The  following is a complete  list of exhibits  filed as part of this
Form 10-Q.  Exhibit  numbers  correspond  to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.

     Exhibit 31.1  Certification of Chief Executive  Officer pursuant to Section
     302 of the Sarbanes-Oxley Act

     Exhibit 31.1  Certification of Chief Financial  Officer pursuant to Section
     302 of the Sarbanes-Oxley Act

     Exhibit 32.1  Certification  of  Principal  Executive  Officer  pursuant to
     Section 906 of the Sarbanes-Oxley Act

     Exhibit 32.1  Certification  of  Principal  Financial  Officer  pursuant to
     Section 906 of the Sarbanes-Oxley Act


                                       18
<PAGE>




                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 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.





                              QLINKS AMERICA, INC.
                                  (Registrant)



Dated: December 1, 2008      By: /s/Denis Iler
                                 ----------------------------------
                                     Denis Iler President &
                                     Chief Executive Officer


                              By: /s/ Jeffrey Huitt
                                  ----------------------------------
                                      Jeffrey Huitt, Chief Financial Officer

                                       19