QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934

                  For the quarterly period ended June 30, 2006

                                       OR

|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

                            For the transition period from              to
                         Commission File Number: 0-24081

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

         Colorado                                             90-0138998
(State or other jurisdiction of incorporation or  (I.R.S. Employer
 organization)                                    Identification No.)

           112 N. Rubey Drive, Suite 180                            80403
      (Address of principal executive offices)                    (Zip Code)

                                 (303) 328-3290
              (Registrant's telephone number, including area code)

         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  preceding  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 large  accelerated
filer,  an accelerated  filer,  or a  non-accelerated  filer.  See definition of
"accelerated  filer and large  accelerated  filer: in Rule 12b-2 of the Exchange
Act. (Check one):

Large  accelerated  filer |_| Accelerated  filer |_|  Non-accelerated  filer |X|
Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange  Act).  Yes |_| No |X| As of July 31, 2006 there were
17,166,680 shares outstanding of Registrant's Common Stock (no par value).

Transitional Small Business format  Yes |_|  No |X|


<PAGE>



                              QLINKS AMERICA, INC.
                          Quarterly Report on Form 10-Q
                                  June 30, 2006
                                Table of Contents

                         PART I - FINANCIAL INFORMATION
Item 1    Financial Statements
          Qlinks  Balance  Sheets  as of June 30,  2006 and  December  31,  2005
          (Unaudited)  Qlinks  Statements of Operations for the Six months ended
          June 30, 2006 and 2005 Qlinks  Statements of Changes In  Stockholders'
          Equity for the Six months  ended June 30,  Qlinks  Statements  of Cash
          Flows  for the Six  months  ended  June 30,  2006  and  2005  Notes to
          Unaudited Qlinks Financial Statements
Item 2    Management's Discussion and Analysis of Financial Condition and
          Results of Operations
Item 3    Quantitative and Qualitative Disclosures About Market Risk


                           PART II - OTHER INFORMATION
Item 1     Legal Proceedings
Item 1A    Risk Factors
Item 2     Unregistered Sales of Equity Securities and Use of Proceeds
Item 3     Defaults upon Senior Securities
Item 4     Submission of Matters to a Vote of Security Holders
Item 5     Other Information
Item 6     Exhibits

Signature




<PAGE>
<TABLE>
<CAPTION>


                         PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements

                              QLINKS AMERICA, INC.
                                 BALANCE SHEETS
                                   (unaudited)
<S>                                                               <C>                        <C>

ASSETS
   Current Assets                                                     June 30, 2006            December 31, 2005
                                                                  -----------------------    ----------------------
         Cash                                                              $     287,542              $     43,574

         Accounts Receivable                                                      52,040                    30,981

  Prepaid Expenses                                                               309,197                         -

         Other Current Assets                                                          -                     1,000
                                                                  -----------------------    ----------------------

    Total Current Assets                                                         648,779                    75,555

    Property and Equipment, net                                                   25,113                    13,007
    Amortizable Intangible Assets, net (Note 3)                                  450,250                   544,710

    Goodwill (Note 2)                                                            678,504                         -
                                                                  -----------------------    ----------------------
TOTAL ASSETS                                                              $    1,802,646             $     633,272
                                                                  =======================    ======================

LIABILITIES AND STOCKHOLDERS' EQUITY
   Liabilities
      Current Liabilities
          Accounts Payable                                                 $     332,390              $      1,147
          Payroll Tax Payable
          Pre-billed Revenues

          Accrued Bonuses                                                         17,816                         -
          Accrued Compensation-Current
          Current Portion - Long Term Debt (Note 6)                              406,092                    14,926
                                                                  -----------------------    ----------------------

         Total Current Liabilities                                               875,695                   149,371
      Long Term Liabilities

         Notes Payable, net of discount (Note 6)                                 289,649                   361,798

         Deferred Income Taxes (Note 7)                                                -                         -
                                                                  -----------------------    ----------------------

      Total Long Term Liabilities                                                289,649                   361,798
                                                                  -----------------------    ----------------------
   Total Liabilities

Stockholders' Equity
  Common  Stock  (30,000,000  shares   authorized,
  16,916,680  and  14,050,000
  outstanding as of June 30, 2006 and December 31,
  2005, respectively)                                                                  -                         -

      Additional Paid in Capital                                               1,981,503                 1,189,000
      Accumulated Deficit
                                                                  -----------------------    ----------------------

   Total Stockholders' Equity                                                    637,302                   122,103
                                                                  -----------------------    ----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $    1,802,646             $     633,272
                                                                  =======================    ======================






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


<PAGE>
<TABLE>
<CAPTION>


                              QLINKS AMERICA, INC.
                            STATEMENTS OF OPERATIONS
                                   (unaudited)
<S>                                            <C>                  <C>                   <C>                  <C>

                                                        Six Months Ended                   Three Months Ended
                                                June 30, 2006        June 30, 2005          June 30, 2006       June 30, 2005
                                               -----------------    -----------------     ------------------   -----------------
Revenue
    Ecommerce                                        $  226,364              $     -             $  121,880             $     -
    Advertising Sales
    Consulting Fee Income
                                               -----------------    -----------------     ------------------   -----------------

 Total Revenue                                          330,646                3,000                185,990               2,000

 Cost of Goods Sold
    Merchant Services
                                               -----------------    -----------------     ------------------   -----------------

 Total Cost of Goods Sold                                12,582                    -                  6,594                   -
                                               -----------------    -----------------     ------------------   -----------------
 Gross Profit                                                                                       179,396

 Expenses
  Compensation & Benefits                            $  179,349              $     -              $  97,053             $     -
    Professional Fees
    Depreciation & Amortization
  Research & Development
    Facility Expense
    Travel & Entertainment
    Office Expenses
    Advertising & Promotion
    Commissions & Fees
                                               -----------------    -----------------     ------------------   -----------------

 Total Expenses                                         553,759              117,109                324,192              57,453
                                               -----------------    -----------------     ------------------   -----------------

Net Loss from Operations                                                                          (144,796)

 Other Income and Expense
 Other Income
    Interest Earned
                                               -----------------    -----------------     ------------------   -----------------

 Total Other Income                                           -                3,600                      -               3,600

 Other Expenses
    Interest Expense
    Income Tax Expense (benefit) (Note 8)
                                               -----------------    -----------------     ------------------   -----------------

 Total Other Expenses                                    41,609                3,600                 23,783               3,600
                                               -----------------    -----------------     ------------------   -----------------
 Net Other Loss
                                               -----------------    -----------------     ------------------   -----------------

                                               -----------------    -----------------     ------------------   -----------------
 Net Loss                                           $ (277,304)          $ (114,109)           $  (168,579)         $  (55,453)
                                               =================    =================     ==================   =================

 Weighted average common shares
outstanding-basic                                    14,210,886           13,800,000             14,210,886          13,800,000
 Weighted average common shares                      14,210,886           13,800,000             14,210,886          13,800,000

 Basic (Loss) per common share                       $   (0.02)           $   (0.01)             $   (0.01)          $   (0.00)
 Diluted (Loss) per common share                     $   (0.02)           $   (0.01)             $   (0.01)          $   (0.00)

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


<PAGE>
<TABLE>
<CAPTION>



                              QLINKS AMERICA, INC.
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)
<S>                                                                 <C>                         <C>

                                                                       Six Months Ended            Six Months Ended
                                                                        June 30, 2006                June 30, 2005
                                                                    -----------------------     ------------------------
Cash flow from operating activities:
Net Loss                                                                    $    (277,304)               $    (114,109)
Adjustments to reconcile net loss to net cash used by operations:

  Depreciation                                                                       9,269                        6,030
  Non-cash interest expense
  Amortization of technology and licenses
  Amortization of notes payable discount

 Changes in operating  assets and liabilities:  Increase in accounts  receivable
  Increase in prepaid  expenses  Decrease in other  current  assets  Increase in
  accounts payable Increase in accrued bonuses Decrease in accrued  compensation
  - Note 1 Decrease in payroll tax payable

  Increase in pre-billed revenues                                                    6,626                            -
                                                                    -----------------------     ------------------------

  Net cash used by operating activities                                           (71,082)                      (5,161)

Cash flow from investing activities:
  Repayment of loans to officers
  Purchase of fixed assets

  Cash paid for Global Envirotech acquisition                                     (30,000)                            -
                                                                    ----------------------- --- ------------------------

  Net cash provided (used) by investing activities                                (51,375)                       10,000

Cash flow from financing activities:
  Proceeds from issuance of notes payable
  Payments of notes payable
  Net cash flow provided (used) by financing activities

Net increase (decrease) in cash

Cash, Beginning of Year                                                             43,574                        2,860
                                                                    -----------------------     ------------------------
Cash, End of Year/Period                                                     $     287,542                 $      1,199
                                                                    =======================     ========================

Cash paid for interest                                                        $     21,268                 $      3,600
Cash paid for income taxes                                                    $          -                 $         -

Supplemental non-cash disclosures:
 Officer loan offset against notes payable                                    $          -                 $    120,000
 Conversion of notes payable to equity                                                                                -
 Purchase of common stock from deferred compensation                                                                  -


Note 1 - $60,000 of deferred  compensation  owed to James Mulford,  Chairman and
CEO, was converted to equity in May 2006. The accompanying notes are an integral
part of these financial statements.

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                              QLINKS AMERICA, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (unaudited)
<S>                                                <C>              <C>            <C>                  <C>

                                                                        Common
                                                      Number of       Stock (no        Additional         Retained Earnings
                                                    Common Shares    par value)      Paid-in Capital         (Deficit)
                                                   ---------------- -------------- -------------------- ---------------------
 Balance, December 31, 2005                             14,050,000          $   -         $  1,189,000         $ (1,066,897)

    Conversion of deferred compensation to
    common stock                                           300,000              -               60,000                     -
     Conversion of notes payable to common stock
     Acquisition of Global Envirotech, Inc.                                                    648,503                     -
     Stock compensation                                                         -                                          -
     Net income (net loss)                                                                                         (277,304)
                                                                 -              -                    -
                                                   ---------------- -------------- -------------------- ---------------------
                                                                                $
 Ending balance, June 30, 2006                          16,916,680              -         $  1,981,503         $ (1,344,201)
                                                   ================ ============== ==================== =====================



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

</TABLE>

<PAGE>

                              QLINKS AMERICA, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (unaudited)
                                  (continued)

  Total
---------------
    $  122,103


        60,000




     (277,304)
---------------

    $  637,302
===============

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

<PAGE>

                              QLINKS AMERICA, INC.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

(1)  Basis of Presentation

     Organization.  Qlinks  America,  Inc.  ("Company",  "Qlinks") was organized
February 18, 2003 (Date of  Inception)  under the laws of the State of Colorado,
as Qlinks  America,  Inc. The Company has not commenced  significant  operations
and, in  accordance  with  Statement of  Financial  Accounting  Standards  No. 7
Accounting and Reporting by Development  Stage  Enterprises  ("SFAS No. 7"), the
Company is considered a development stage company.

The predecessor to organization to the current Company was Qlinks America,  LLC,
originally  formed in 2001 as a Colorado Limited  Liability Company owned by the
current  Chairman  of  Qlinks  America,  Inc.,  William  R.  Jones,  and  Office
Technology Systems ("OTS").

In 2003, Mr. Jones contributed his interests in the software and the hardware of
Qlinks America,  LLC and the Company also purchased OTS' ownership  interests in
Qlinks America, LLC to form the basis for the present day Company.

     Company Overview.  Qlinks America, Inc. is a development stage company that
will deliver a proven,  cost-effective  "targeted  advertising"  solution within
existing  Communities  of Interest  (COI) to increase  revenues  and profits for
consumer packaged goods (CPG) retailers, distributors, and manufacturers.

The Company's QBux (TM) Solution Set offers fully integrated kiosks and Point of
Sale (POS) touch points that allow clients to "target"  consumers with goods and
services that they are most likely to purchase.  At the same time, the Company's
comprehensive  back-office  solution  uniquely  protects  consumer  identity and
privacy.  This solution set is replicable  within  several COI  (nationally  and
internationally),  providing  significant  anticipated revenue and profit growth
for Qlinks America and its' business partners.


         ThinkBurst  Media,  Inc. Asset  Purchase.  In October 2005, the Company
purchased  certain assets and assumed certain  liabilities of ThinkBurst  Media,
Inc. (the  "Seller").  The Seller is a Florida  corporation  that engages in the
business of owning and operating web sites,  web portals,  and related  business
matters,   with  a  particular  emphasis  on  wireless  developer  networks  and
geographic  information  systems.  The  assets  acquired  from the Seller in the
transaction  consisted of its GeoCommunity Web Site, Wireless Developer Network,
equipment,  furniture and software, and certain operational components including
the  ThinkBurst  Media,  GeoCommunity,  Wireless  Developer  Network,  and other
trademarked  names,  available cash in bank accounts,  A/R, and all tangible and
intangible assets.


         Global Envirotech, Inc.  Merger/Acquisition.  In June 2006, the Company
acquired all of the issued and  outstanding  shares of Global  Envirotech,  Inc.
("Global")  through a stock  purchase  and a stock  exchange  transaction  ("The
Agreement  and Plan of  Merger").  Global was merged  into Qlinks by a statutory
merger and the former shareholders of Global became shareholders of Qlinks. This
acquisition and merger  transaction  resulted in Qlinks becoming an SEC publicly
registered and reporting company.

         The  shareholders  of Global became  minority  shareholders  of Qlinks.
Qlinks  continued  to conduct  its  business  and  operations  as the  surviving
company.  2,160,680  Global shares were exchanged for 2,160,680 shares of Qlinks
common stock as a result of the Agreement and Plan of Merger,  such shares being
included in the outstanding shares reported in this Form 10-Q.



<PAGE>




         Interim  Financial  Statements.  The accompanying  unaudited  financial
statements of Qlinks have been prepared in accordance with accounting principles
generally  accepted in the United  States of America  ("GAAP") and in conformity
with the  instructions  to Form 10-Q and  Article 10 of  Regulation  S-X and the
related rules and regulations of the Securities and Exchange Commission ("SEC").
Accordingly,  certain  information  and note  disclosures  normally  included in
financial  statements  prepared in accordance  with GAAP have been  condensed or
omitted pursuant to such rules and  regulations.  However,  management  believes
that the disclosures included in these financial statements are adequate to make
the  information  presented  not  misleading.  The  unaudited  Qlinks  financial
statements included in this document have been prepared on the same basis as the
annual  financial  statements,   and  in  management's   opinion,   reflect  all
adjustments,  which include normal recurring  adjustments,  necessary for a fair
presentation in accordance with GAAP and SEC regulations for complete  financial
statements.  The  results  for  the six  months  ended  June  30,  2006  are not
necessarily  indicative  of the  results  that  the  Company  will  have for any
subsequent quarter or full fiscal year.

         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.
          Revenue recognition

         Advertising sales 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

         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 goods sold generally  represents the merchant fees (credit card
processing) related to Ecommerce transactions.
Operating Expenses

     Advertising  Costs.  The  Company  expenses  all  costs of  advertising  as
incurred.

         Professional  Fees. The Company expenses all costs of professional fees
as incurred. As of June 30, 2006, all personnel at the Company's headquarters in
Denver,  Colorado  (does not include 3  statutory  employees  in  Florida)  were
contractors and their related  compensation is included in the professional fees
amount.

     Research and  Development.  The Company  expenses all costs of research and
development as incurred.


<PAGE>



Other Items


         Fair value of financial  instruments.  Fair value  estimates  discussed
herein are based upon  certain  market  assumptions  and  pertinent  information
available  to  management  as of June  30,  2006  and  December  31,  2005.  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.


         Stock-based  Compensation.  Effective  January  1,  2006,  the  Company
adopted SFAS No. 123(Revised), Share-Based Payment ("SFAS 123R"). This statement
replaced SFAS No. 123, Accounting for Stock-Based  Compensation ("SFAS 123") and
superseded APB Opinion No. 25,  Accounting for Stock Issued to Employees.  Under
the modified prospective method of adoption,  the Company is required to apply a
fair-value-based  measurement  method  in  accounting  for  share-based  payment
transactions  with employees and record  compensation  cost for all stock awards
granted after  January 1, 2006 and awards  modified,  repurchased,  or cancelled
after that date.

         In  addition,  the  Company is required  to record  compensation  costs
associated with the vesting of unvested  options  outstanding at January 1, 2006
using the guidance  under SFAS 123.  From January 1, 2006,  stock option  grants
will be accounted for under SFAS 123R. The Company uses the Black-Scholes  model
to estimate the fair value of each option grant on the date of grant. This model
requires  the use of  estimates  for  expected  term of the options and expected
volatility of the price of the Company's common stock.

         From  January 1, 2006  through  June 30,  2006,  no stock  options were
issued to employees of the company and no stock-based  compensation  expense was
recognized.


     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
         Furniture and fixtures                       5


(2) Goodwill

         Changes in the  carrying  amounts of goodwill  for the six months ended
June 30, 2006 are as follows:

                                                                   Total
                                                                  Goodwill
                                                                 --------------
Balance as of December 31, 2005                                    $    -
    Acquisition of Global Envirotech, Inc.                         678,504
                                                                 --------------
Balance as of June 30, 2006                                     $  678,504
                                                                 ============


         The Company has not performed an annual goodwill impairment test as the
transactions  giving  rise to  goodwill  were  recorded  in June 2006 and it was
determined  that  goodwill  was not  impaired  at the end of  that  same  month.
Goodwill will be assessed for impairment at each reporting period end if certain
events occurred indicating that an impairment may have occurred.  No events have
occurred that management believes may have impaired goodwill.



<PAGE>



(3) Intangible Assets

         Identifiable intangibles are amortized over an estimated finite life of
five years are stated at cost less accumulated amortization. The following table
summarizes identifiable intangible assets:

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

                                           June 30, 2006                     December 31, 2005
                                           -------------                     -----------------
                                            Accumulated     Net                 Accumulated     Net
                                  Gross    Amortization  Carrying     Gross    Amortizatio  Carrying
       Identifiable intangible    Amount                 Amount      Amount                  Amount
       -------------------------------------------------------------------------------------------------

       Technology & Licenses        944,607     494,357   450,250       944,607     399,897     544,710
</TABLE>

         Amortization expense of identifiable  intangible assets was $94,460 and
$72,918 for the six months ended June 30, 2006 and 2005, respectively.

 (4) Earnings Per Common Share

         The Company  utilizes  SFAS No. 128,  "Earnings per Share" to calculate
gain/loss  per share.  Basic  gain/loss  per share is computed  by dividing  the
gain/loss   available  to  common   stockholders   (as  the  numerator)  by  the
weighted-average  number  of common  shares  outstanding  (as the  denominator).
Diluted  gain/loss  per share is computed  similar to basic  gain/loss per share
except that the  denominator  is increased  to include the number of  additional
common shares that would have been  outstanding  if all  potential  common stock
(including common stock equivalents) had all been issued, and if such additional
common shares were dilutive.  Where there is a loss, the inclusion of additional
common shares is anti-dilutive (since the increased number of shares reduces the
per share loss available to common stock holders).  For all periods, the Company
has experienced a net loss, and thus the following common stock equivalents have
been excluded from the calculation of diluted loss per share:
<TABLE>
<CAPTION>
<S>                                                              <C>                  <C>

                                                                     6/30/06             12/31/05
                                                                 -----------------    ----------------
Notes payable - convertible to common stock                             2,150,000           1,025,000
Options - issued to consultants                                           500,000             500,000
Warrants - issued in connection with convertible notes                  2,000,000                   -
                                                                 -----------------    ----------------
    Total common stock equivalents
                                                                 =================    ================

</TABLE>

(5) Share-Based Compensation

         The  Company  adopted  SFAS 123R  effective  January  1, 2006 using the
modified    prospective    method.    The   Company   previously   applied   the
intrinsic-value-based  method in accounting  for the  recognition of stock-based
compensation  arrangements  and  the  fair  value  method  only  for  disclosure
purposes.  Because the Company historically granted options with exercise prices
equal to the fair value of the  Company's  common  stock at the grant date,  the
adoption  of SFAS  123R  did  not  result  in a  significant  adjustment  to the
financial  statements.  Through  June 30, 2006 the Company had only issued stock
options to consultants.


(6) Long-term Debt

         The Company's notes payable consist of the following:

                                                    6/30/06            12/31/05
                                             -----------------    --------------
Total Notes Payable                             $     695,741     $     376,724
   Less: Current Portion                             (409,092)          (14,926)
                                             -----------------    --------------
Long-term debt, excluding current portion       $     289,649     $     361,798
                                             =================    ==============




<PAGE>



     Interest.  Notes payable accrue  interest at interest rates ranging from 6%
to 12% per annum.

         Conversion.  All notes payable,  with the exception of $115,533 owed to
Vanguard  Bank at June 30,  2006,  are  convertible  to shares of the  Company's
common stock,  with exercise  prices  ranging from $0.20 to $0.40 per share.  In
addition, certain notes also contain a conversion feature that provides warrants
to the holder of the note to purchase  shares of the  Company's  common stock at
$0.30 per share at $0.50 per share if the note is converted to common stock.

     The conversion options for notes payable expire from September 2006 through
December 2007, depending on the terms of the note.

     Related Parties. See Note (9) for notes payable held by related parties.

(7) Income Taxes

         The  Company  recorded a net income tax  benefit of $80,433 and $15,947
for the six months ended June 30, 2006 and 2005, respectively.

         As of June 30, 2006 and  December 31,  2005,  the Company  continued to
maintain  a full  valuation  allowance  on its  net  deferred  tax  asset  as it
determined  it is more  likely  than not that the  Company  will not realize its
deferred tax assets. Such assets primarily consist of certain net operating loss
carryforwards. The Company assessed the realizability of its deferred tax assets
using all available  evidence.  In particular,  the Company  considered both its
historical  results and its  projections  of  profitability  for the  reasonably
foreseeable future periods.  The Company is required to reassess its conclusions
regarding the realization of its deferred tax assets at each financial reporting
date. A future  evaluation could result in a conclusion that all or a portion of
the  valuation  allowance  is no longer  necessary  which  could have a material
impact in the Company's results of operations and financial position.

The Company has estimated net operating loss carryforwards  aggregating $869,168
generated from February 18, 2003  (inception)  through  December 31, 2005, which
expire through 2025. The deferred tax asset of approximately $339,000 related to
this carryforward has been fully reserved.

The provision for income taxes consisted of the following:

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


Six-Months Ended June 30,                                                           2006                   2005
----------------------------------------------------------------- ----------------------- -----------------------
Current:

    Federal (benefit) expense                                              $         -             $     -
    State (benefit) expense                                                          -                   -
                                                                  ----------------------- -----------------------
                                                                                      -                  -
Deferred:
    Federal (benefit) expense                                              $    (70,121)           $    (13,903)
    State (benefit) expense                                                     (10,312)                 (2,044)
                                                                  ----------------------- -----------------------
                                                                                (80,433)                (15,947)
                                                                  ----------------------- -----------------------
                                                                           $    (80,433)           $    (15,947)
                                                                  ======================= =======================
Classification:
    Taxes on income from continuing operations                             $    (80,433)           $    (15,947)
                                                                  ----------------------- -----------------------
                                                                           $    (80,433)           $    920,000
                                                                  ======================= =======================

Six-Months Ended June 30,                                                           2006                    2005
----------------------------------------------------------------- ----------------------- -----------------------
U.S. federal statutory rates                                                   34.0%                    34.0%
State income tax, net                                                           5.0                      5.0
Alternative minimum tax                                                         -                      -
Change in valuation allowance                                                   -                         -
                                                                  ----------------------- -----------------------
Effective tax rate                                                             39.0%                    39.0%
                                                                  ======================= =======================
</TABLE>


<PAGE>




Temporary  differences  that  give  rise  to a  significant  portion  of the net
deferred tax asset are as follows:

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

                                                                                06/30/06                 12/31/05
----------------------------------------------------------------- ----------------------- -----------------------
Deferred tax assets:
    Net operating loss carry forwards                                            376,741                 296,308
    Depreciation                                                                   6,964                   3,349
    Amortization of intangibles                                                   62,898                  39,319
                                                                  ----------------------- -----------------------
Total deferred tax asset                                                         446,603                 338,976
                                                                  ----------------------- -----------------------
Deferred tax liabilities:
    Valuation allowance                                                         (446,603)               (338,976)
                                                                  ----------------------- -----------------------
Net deferred tax asset                                                  $             -         $             -
                                                                  ======================= =======================
</TABLE>


(8) Segment Information

         In  accordance  with SFAS No. 131,  "Disclosures  about  Segments of an
Enterprise and Related  Information," the Company defines operating  segments as
components of an enterprise for which separate financial information is reviewed
regularly by the chief operating  decision-making group, to evaluate performance
and to make  operating  decisions.  The Company  has  identified  its  Chairman,
President/Chief Executive Officer and Senior VP of Finance and Administration as
its chief  operating  decision-makers.  These chief  operating  decision  makers
review revenues by segment and review overall results of operations.

         The Company currently  operates its business as two operating  segments
based on business divisions: Qlinks Media Group (QMG) and Qlinks America (QLA).

         Selected segment information is as follows:

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

                                  Six-Months Ended June 30, 2006             Six-Months Ended June 30, 2005
                                  ------------------------------             ------------------------------

                                    QMG                   QLA                     QMG*                  QLA
                            --------------------- --------------------    --------------------- --------------------

Revenue                           $330,646                 -                       -                  $3,000
Cost of Sales                      12,582                  -                       -                     -
Operating Expenses                215,043               338,716                    -                  117,109
Net Income (Loss)                  69,918              (346,925)                   -                 (114,109)
Total Assets                      347,051              1,455,595                   -                  543,088

* Financial  results for the six-months ended June 30, 2005 are not presented as
QMG was not acquired by Qlinks America until October 21, 2005.

</TABLE>


<PAGE>
(9) Related party transactions


Amounts due to the  Company's  Chairman of the Board of  Directors  (and related
parties) and Chief Executive Officer (and related parties) are as follows:

<TABLE>
<CAPTION>
<S>                                                                      <C>              <C>
                                                                            June 30,        December 31,
                                                                               2006             2005
                                                                         ---------------- -----------------
William R. Jones (and related parties) - Chairman of the Board of
Directors
 Deferred Compensation                                                       $    20,000        $   20,000
 Notes Payable, including accrued interest                                       213,630           157,452
                                                                         ---------------- -----------------
  Total                                                                        $ 233,630          $177,452
                                                                         ================ =================
James O. Mulford (and related parties) - President and Chief Executive
Officer
 Deferred Compensation                                                        $   20,000           $60,000
 Notes Payable, including accrued interest*                                      151,859
                                                                         ---------------- -----------------
  Total                                                                        $ 171,859           $60,000
                                                                         ================ =================
</TABLE>

Consulting Fees Earned by Related Parties

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

                                                                           Six-months        Year-ended
                                                                         ended June 30,     December 31,
                                                                              2006              2005
                                                                         ---------------- -----------------

James O. Mulford - President and Chief Executive Officer                         $60,000          $ 60,000

</TABLE>

*Notes payable to the Shine  Foundation,  a charitable  giving trust of James O.
Mulford.  Mr.  Mulford  is the  President  of the Shine  Foundation,  but has no
beneficial interest in the trust.

(10) Commitments and Contingencies

     Lease  commitments.  As of June 30,  2006,  the  Company  leased two office
spaces, as follows:

1.   Corporate  headquarters  located in Golden,  Colorado  on a  month-to-month
     basis at $2,000 per month with 60 days notice to terminate lease.

2.   Florida - Office  premises in  Niceville,  Florida  under a  non-cancelable
     operating  lease.  The three-year  lease  commenced May 1, 2005 and expires
     April 30, 2008 and requires  the Company to pay  utilities,  insurance  and
     other costs.

Aggregate  minimum  rental  commitments  at June 30,  2006 under  non-cancelable
operating leases are summarized as follows:
                                               Gross Rentals
                                               -------------

        Year ending December 31 2006           $ 7,500
        Year ending December 31, 2007           15,000
        Year ending December 31, 2008            5,000
                                               --------
                                               $27,000
                                               -------


         Equipment  lease.  The  Company  leases  computer   equipment  under  a
non-cancelable  operating lease from Hewlett Packard (Compaq).  The Company pays
$455.85 per month under this lease,  which will expire in December 2006.  Future
minimum commitments under  non-cancelable  operating leases as of June 30, 2006,
are as follows:


<PAGE>




                                                                  Amount
                                                                  ------
          Year ending December 31, 2006                         $   2,735

         License fee. As part of a licensing  agreement  with SoftCard  Systems,
Inc.,  the Company is required to pay a monthly fee equal to $20,000 to SoftCard
Systems, Inc.

         Accrued   compensation.   The  Company  has   entered   into   deferred
compensation  agreements with certain of its consultants and executive officers.
These agreements  specify that the  compensation  will be paid when cash flow is
sufficient.  These  agreements also specify that the deferred  compensation  may
also be settled with shares of the Company's common stock.



<PAGE>



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

                  Special Note About Forward-Looking Statements

         This Quarterly Report on Form 10-Q contains forward-looking  statements
that  have  been made  pursuant  to the  provisions  of the  Private  Securities
Litigation  Reform Act of 1995.  These  forward-looking  statements are based on
current  expectations,   estimates,  and  projections  about  Qlinks'  industry,
management's    beliefs,   and   certain   assumptions   made   by   management.
Forward-looking statements include our expectations regarding product, services,
and  maintenance  revenue,  annual savings  associated  with the  organizational
changes  effected in prior years,  and short- and long-term cash needs.  In some
cases, words such as "anticipates",  "expects",  "intends", "plans", "believes",
"estimates",  variations of these words, and similar expressions are intended to
identify forward-looking statements. The statements are not guarantees of future
performance  and are subject to certain risks,  uncertainties,  and  assumptions
that are difficult to predict;  therefore,  actual results may differ materially
from those expressed or forecasted in any forward-looking statements.  Risks and
uncertainties of our business include those set forth in this Form 10-Q.  Unless
required  by  law,  we  undertake   no   obligation   to  update   publicly  any
forward-looking  statements,  whether  as a result  of new  information,  future
events, or otherwise.  However, readers should carefully review the risk factors
set forth in other reports or documents the Company files from time to time with
the Securities and Exchange  Commission,  particularly the Quarterly  Reports on
Form 10-Q and any Current Reports on Form 8-K.

OVERVIEW

We  deliver a proven,  cost-effective  "targeted  advertising"  solution  within
existing  Communities  of Interest  (COI) to increase  revenues  and profits for
consumer packaged goods (CPG) retailers, distributors, and manufacturers.

Our QBux (TM)  Solution  Set offers  fully  integrated  kiosks and Point of Sale
(POS) touch  points  that allow  clients to  "target"  consumers  with goods and
services  that  they  are  most  likely  to  purchase.  At the  same  time,  our
comprehensive  back-office  solution  uniquely  protects  consumer  identity and
privacy.  This solution set is replicable  within  several COI  (nationally  and
internationally),  providing  significant  anticipated revenue and profit growth
for us and our business partners.

         ThinkBurst  Media,  Inc. Asset Purchase.  In October 2005, we purchased
certain assets and assumed certain  liabilities of ThinkBurst  Media,  Inc. (the
"Seller").  The Seller is a Florida  corporation that engages in the business of
owning and operating web sites, web portals, and related business matters,  with
a particular emphasis on wireless developer networks and geographic  information
systems. The assets acquired from the Seller in the transaction consisted of its
GeoCommunity Web Site,  Wireless  Developer  Network,  equipment,  furniture and
software,  and certain  operational  components  including the ThinkBurst Media,
GeoCommunity, Wireless Developer Network, and other trademarked names, available
cash in bank accounts, A/R, and all tangible and intangible assets.

         Global Envirotech, Inc.  Merger/Acquisition.  In June 2006, we acquired
all of the issued and outstanding shares of Global Envirotech,  Inc.  ("Global")
through a stock purchase and a stock exchange  transaction  ("The  Agreement and
Plan of  Merger").  Global was merged into Qlinks by a statutory  merger and the
former  shareholders of Global became  shareholders of Qlinks.  This acquisition
and merger  transaction  resulted in Qlinks becoming an SEC publicly  registered
and reporting company.

         The  shareholders  of Global became  minority  shareholders  of Qlinks.
Qlinks  continued  to conduct  its  business  and  operations  as the  surviving
company.  2,160,680  Global shares were exchanged for 2,160,680 shares of Qlinks
common stock as a result of the Agreement and Plan of Merger,  such shares being
included in the outstanding shares reported in this Form 10-Q.

         Stock-Based  Compensation Costs.  Effective January 1, 2006, we adopted
SFAS  No.  123(R),   Share-Based  Payment  ("SFAS  123R"),  using  the  modified
prospective method.  However,  from January 1 to June 30, 2006, we did not issue
any stock  options to our employees  and  therefore  recognized  no  stock-based
compensation costs.



<PAGE>


RESULTS OF OPERATIONS (Six months ended June 30)

The following  table presents the Company's  unaudited  statements of operations
reflected as a percentage of total revenue. Six-months ended June 30,
<TABLE>
<CAPTION>
<S>                                            <C>                            <C>


                                                          2006                          2005
                                               ---------------------------    -------------------------
    Ecommerce                                                       68.5%                         0.0%
    Advertising Sales                                               31.5%                         0.0%
    Consulting Fee Income                                            0.0%                       100.0%
                                               ---------------------------    -------------------------
 Total Revenue                                                     100.0%                       100.0%

 Cost of Goods Sold
    Merchant Services                                                3.8%                         0.0%
                                               ---------------------------    -------------------------
 Total Cost of Goods Sold                                            3.8%                         0.0%
                                               ---------------------------    -------------------------
 Gross Profit                                                       96.2%                       100.0%

 Expenses
 Compensation & Benefits                                            54.2%                         0.0%
    Professional Fees                                               38.8%                     1,000.0%
    Depreciation & Amortization                                     31.4%                     2,631.6%
 Research & Development                                             21.3%                         0.0%
    Facility Expense                                                 9.3%                       166.7%
    Travel & Entertainment                                           4.0%                        54.2%
    Office Expenses                                                  3.9%                        51.1%
    Advertising & Promotion                                          2.3%                         0.0%
    Commissions & Fees                                               2.3%                         0.0%
                                               ---------------------------    -------------------------
 Total Expenses                                                    167.5%                     3,903.6%
                                               ---------------------------    -------------------------

Net Loss from Operations                                           -71.3%                    -3,803.6%

 Other Income and Expense
 Other Income
    Interest Earned                                                  0.0%                       120.0%
                                               ---------------------------    -------------------------
 Total Other Income                                                  0.0%                       120.0%

 Other Expenses
    Interest Expense                                                12.6%                       120.0%
    Income Tax Expense (benefit) (Note 8)                            0.0%                         0.0%
                                               ---------------------------    -------------------------
 Total Other Expenses                                               12.6%                       120.0%
                                               ---------------------------    -------------------------
 Net Other Loss                                                    -12.6%                         0.0%
                                               ---------------------------    -------------------------

                                               ---------------------------    -------------------------
 Net Loss                                                          -83.9%                    -3,803.6%
                                               ===========================    =========================


</TABLE>

Summary
         The Company had a net loss on  operations  in the six months ended June
30 of ($235,695) in 2006 compared to a net loss of ($114,109) in the same period
in 2005.  The net loss for the period in 2006 was  ($277,304) and in 2005 it was
($114, 109). The net loss per share was ($.02) in the period in 2006 compared to
($.01) in 2005 in the period.


<PAGE>



Revenue

          Total revenues were $330,646 and $3,000 for the six-months  ended June
30,  2006 and  2005,  respectively.  Revenues  were  generated  entirely  by the
Company's  Qlinks Media Group (an operating  division) for the six-months  ended
June 30, 2006, as follows:

         Advertising  revenue was  $104,282 and $0 for the six months ended June
30, 2006 and 2005,  respectively,  and was derived  from the sale of banner ads,
leaderboards and skyscraper ads on our websites.

         Ecommerce revenue was $226,364 and $0 for the six-months ended June 30,
2006 and 2005, respectively, and was derived from the sale of geographical data,
data  downloads  and job  postings  on our  GeoComm.com  and  wirelessdevnet.com
websites.

Cost of Goods Sold

         Total cost of goods sold were  $12,582 and $0 for the six months  ended
June 30, 2006 and 2005,  respectively.  Cost of good sold  consist  primarily of
credit card merchant fees related to our Ecommerce transactions.

Operating Expenses

         Operating  expenses were $553,759 and $117,109 for the six-months ended
June 30,  2006 and 2005,  respectively.  The  primary  components  of  operating
expenses were  compensation and benefits and professional  fees,  $307,497,  and
depreciation and amortization,  $103,730 for the six-months ended June 30, 2006.
Increases in compensation and benefits and  professional  fees are the result of
our asset  acquisition  of  ThinkBurst  Media  Group  ("QMG") and  increases  in
staffing as we prepare for our market pilot and market launch in fall of 2006.

Interest Expense

         Interest  expense was $41,609 and $3,600 for the six months  ended June
30, 2006 and 2005,  respectively.  The increase of $38,009 relates to additional
debt  incurred  for our  ThinkBurst  Media asset  purchase  in October  2005 and
additional debt used to fund operating and research & development costs in 2006.

Income Taxes

         We  recorded  net income tax benefit of $80,433 and $15,947 for the six
months ended June 30, 2006 and 2005 respectively. The net benefit during the six
months ended June 30, 2006 relates to our losses from continuing  operations and
consists of $70,121 for federal taxes and $10,312 for state taxes.


RESULTS OF OPERATIONS (Three Months Ended June 30)

     The  following  table  presents  the  Company's  unaudited   statements  of
operations  reflected as a percentage of total revenue.  Three-months ended June
30,


                                     2006                    2005
                        ---------------------------    -------------------------
Revenue
    Ecommerce                 65.5%                                         0.0%
    Advertising Sales         34.5%                                         0.0%
    Consulting Fee Income      0.0%                                       100.0%
 Total Revenue               100.0%                                       100.0%

 Cost of Goods Sold
    Merchant Services          3.5%                                         0.0%

 Total Cost of Goods Sold      3.5%                                        0.0%

 Gross Profit                 96.5%                                       100.00

 Expenses
  Compensation & Benefits     52.2%                                         0.0%
    Professional Fees         52.8%                                       750.0%
    Depreciation &
     Amortization             27.9%                                     1,973.7%
Research & Development        19.1%                                         0.0%
    Facility Expense           9.3%                                       100.0%
    Travel & Entertainment     5.6%                                        47.9%
    Office Expenses            3.8%                                         1.1%
    Advertising & Promotion    3.8%                                         0.0%
    Commissions & Fees         0.0%                                         0.0%

 Total Expenses              174.3%                                     2,872.7%

Net Loss from Operations     -77.9%                                    -2,772.7%

 Other Income and Expense
 Other Income
    Interest Earned            0.0%                                       180.0%

 Total Other Income            0.0%                                       180.0%

 Other Expenses
    Interest Expense          12.8%                                       180.0%
    Income Tax Expense
     (benefit) (Note 8)        0.0%                                         0.0%
 Total Other Expenses         12.8%                                       180.0%

 Net Other Loss              -12.8%                                         0.0%

 Net Loss                    -90.6%                                    -2,772.7%
                        ---------------------------    -------------------------

Summary

         The Company had a net loss on operations in the three months ended June
30 of  ($144,796) in 2006 compared to a net loss of ($55,453) in the same period
in 2005.  The net loss for the period in 2006 was  ($168,579) and in 2005 it was
($55,453).  The net loss per share was ($.01) in the period in 2006  compared to
($.00) in 2005 in the period.

Revenue

          Total  revenues  were $185,990 and $2,000 for the  three-months  ended
June 30, 2006 and 2005,  respectively.  Revenues were generated  entirely by the
Company's Qlinks Media Group (an operating  division) for the three-months ended
June 30, 2006, as follows:

         Advertising  revenue was $64,110 and $0 for the three months ended June
30, 2006 and 2005,  respectively,  and was derived  from the sale of banner ads,
leaderboards and skyscraper ads on our websites.

         Ecommerce  revenue was $121,880 and $0 for the three-months  ended June
30, 2006 and 2005,  respectively,  and was derived from the sale of geographical
data, data downloads and job postings on our GeoComm.com and  wirelessdevnet.com
websites.



<PAGE>



Cost of Goods Sold

         Total cost of goods sold were $6,594 and $0 for the three  months ended
June 30, 2006 and 2005,  respectively.  Cost of good sold  consist  primarily of
credit card merchant fees related to our Ecommerce transactions.

Operating Expenses

         Operating expenses were $324,192 and $57,453 for the three-months ended
June 30,  2006 and 2005,  respectively.  The  primary  components  of  operating
expenses were  compensation and benefits and professional  fees,  $195,201,  and
depreciation and amortization, $51,818 for the three-months ended June 30, 2006.
Increases in compensation and benefits and  professional  fees are the result of
our asset  acquisition  of  ThinkBurst  Media  Group  ("QMG") and  increases  in
staffing as we prepare for our market pilot and market launch in fall of 2006.

Interest Expense

         Interest expense was $23,783 and $3,600 for the three months ended June
30, 2006 and 2005,  respectively.  The increase of $20,183 relates to additional
debt  incurred  for our  ThinkBurst  Media asset  purchase  in October  2005 and
additional debt used to fund operating and research & development costs in 2006.


CONTRACTUAL OBLIGATIONS

         In June  2006 we  contracted  to  purchase  approximately  $306,500  in
touch-screen  kiosks for our market pilot  (anticipated to begin in August 2006)
and have recorded these costs as accounts payable and as prepaid expenses (to be
expensed during our market pilot period). We have no other material  contractual
obligations as of June 30, 2006.

FINANCIAL CONDITION

         We are a development stage company and, as such, have not yet generated
significant  income  from our  operations.  Our  operations  to date  have  been
financed through equity transactions and the issuance of debt.

         Need for Additional  Financing.  No  commitments to provide  additional
funds have been made by management or other stockholders. Accordingly, there can
be no  assurance  that any  additional  funds  will be  available  to us to fund
expected  operational  losses. We intend to seek additional  funding through the
issuance of debt,  shares or other  instruments to fund our business plan. If we
are unable to raise additional  funding our working capital will be insufficient
to  successfully  execute  our  business  plan.  We  have a  $1,500,000  Private
Placement  of common  stock  currently  outstanding  and we plan to  conduct  an
additional  Private  Placement  of common  stock to  attempt to raise a total of
$5,000,000 in late 2006/early 2007.


         Going  Concern.  The Company's  audited  financial  statements  for the
period February 18, 2003 through  December 31, 2005 include the following "Going
Concern" footnote, as follows:


"The  accompanying  financial  statements  have been prepared  assuming that the
Company will continue as a going concern which  contemplates the  recoverability
of assets and the  satisfaction of liabilities in the normal course of business.
As noted above, the Company is in the development  stage and,  accordingly,  has
not yet generated significant revenues from operations. Since its inception, the
Company has been engaged  substantially  in financing  activities and developing
its technology,  and incurring  substantial costs and expenses. As a result, the
Company  incurred  accumulated  net losses from  February  18, 2003  (inception)
through the period ended  December  31, 2005 of  $1,066,897.  In  addition,  the
Company's development activities since inception have been financially sustained
through equity financing and borrowings.




<PAGE>






The ability of the Company to continue as a going concern is dependent  upon its
ability  to  raise  additional  capital  from  the  sale of  common  stock  and,
ultimately,  the achievement of significant operating revenues. The accompanying
financial  statements  do not  include  any  adjustments  that might be required
should the  Company be unable to recover  the value of its assets or satisfy its
liabilities."


LIQUIDITY AND CAPITAL RESOURCES

         As a development stage company, we have financed our operations through
debt and  equity  transactions.  At June  30,  2006,  our  principal  source  of
liquidity  was  $287,542 in cash,  s $45,000 line of credit and $52,040 in other
current  assets.  In July 2006 we  raised  an  additional  $50,000  through  the
issuance of a convertible note payable.

         We  currently  have a  $1,500,000  Private  Placement  of common  stock
outstanding  and  anticipate  that the  increased  liquidity  from this  private
offering will be sufficient to expand our operations and marketing efforts,  and
to  fund  expected  operational  losses  through  January  2007.  We  anticipate
conducting an additional  $5,000,000  Private  Placement of common stock in late
2006/early 2007.

         The  conversion  option on the  majority of the  Company's  convertible
notes expire in 2007, and there is no guarantee that the notes will be converted
into Common Stock.


         The following table summarizes our statements of cash flows:
================================================
                                Six months ended
                                    June 30,
================================================
                                                       2006             2005
                                                  ---------------  -------------
Cash provided (used) by:
   Operating activities                           $     (71,082)      $  (5,161)
   Investing activities                                 (51,375)         10,000
   Financing activities                                 366,425          (6,500)
                                                  ---------------  -------------
     Net cash provided (used)                     $     243,968      $   (1,661)
                                                     ============      =========


         We believe that our current cash and cash  equivalents,  together  with
anticipated   cash  flow  from  our  current  private  equity  offering  and  an
anticipated  additional  private equity  offering will be sufficient to meet our
working capital, capital expenditure and financing requirements for at least the
next twelve months. In making this assessment we considered the following:

     o Our cash and cash equivalents balance at June 30, 2006.

     o The availability  under our revolving credit facility at June 30, 2006.

     o Our  demonstrated  ability to generate  positive  cash flows from our QMG
     operations.

     o Our current $1.5 million equity offering and our  anticipated  additional
     $5.0 million private equity offering in late 2006 or early 2007.

     o Our planned capital expenditures.

     o Our cash forecast, which indicates that we will have sufficient liquidity
     to cover  anticipated  operating costs and capital  expenditures as well as
     debt service payments.



<PAGE>




OFF-BALANCE SHEET ARRANGEMENTS

         We have no off-balance sheet  arrangements that have a material current
effect or that are  reasonably  likely to have a material  future  effect on our
financial  condition,  changes in  financial  condition,  revenues or  expenses,
results of operations, liquidity, capital expenditures, or capital resources.

CRITICAL ACCOUNTING POLICIES

         The  following   discussion  addresses  our  most  critical  accounting
policies,  which are  those  that are both  important  to the  portrayal  of our
financial  condition  and results of  operations  and that  require  significant
judgment or use of complex estimates.

Revenue Recognition

         Advertising sales 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

         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.


Stock-based Compensation

         We will account for  stock-based  compensation  in accordance with SFAS
123R effective  January 1, 2006.  From January 1, 2006 to June 30, 2006, we have
issued  no  stock  options  to  employees.  Under  the  fair  value  recognition
provisions of this statement,  share-based  compensation cost is measured at the
grant date based on the value of the award and is recognized as expense over the
vesting period.  Determining  the fair value of share-based  awards at the grant
date requires judgment,  including estimating expected term of options, expected
dividends and expected  volatility  of the stock price of our common  stock.  In
addition,  judgment is also  required in  estimating  the amount of  share-based
awards that are expected to be forfeited. If actual results differ significantly
from  these  estimates,  stock-based  compensation  expense  and our  results of
operations could be significantly impacted.

Allowance for Doubtful Accounts

         We  make  judgments  related  to our  ability  to  collect  outstanding
accounts receivable. We provide allowances for receivables when their collection
becomes doubtful by recording an expense.  Generally, we determine the allowance
based on our  assessment of the  realization  of  receivables  using  historical
information and current economic trends,  including assessing the probability of
collection from customers.  If the financial  condition of our customers were to
deteriorate,  resulting in an  impairment of their ability to make payments owed
to us, we would be required to increase the allowance for doubtful accounts.  We
evaluate  the  adequacy  of  the  allowance   regularly  and  make   adjustments
accordingly. Adjustments to the allowance for doubtful accounts could materially
affect our results of operations.

Income Taxes

         We account for income taxes in accordance  with  Statement of Financial
Accounting   Standards   ("SFAS")  No.  109,   "Accounting  for  Income  Taxes."
Significant  judgment is required in determining our provision for income taxes.
We assess the  likelihood  that our deferred  tax asset will be  recovered  from
future taxable income, and to the extent we believe that recovery is not likely,
we  establish  a  valuation   allowance.   We  consider  future  taxable  income
projections, historical results and ongoing tax planning strategies in assessing
the  recoverability  of  deferred  tax  assets.  However,  adjustments  could be
required in the future if we determine that the amount to be realized is less or
greater than the amount that we recorded. Such adjustments, if any, could have a
material impact on our results of our operations.



<PAGE>



Intangible Assets

         We account for our  acquisition  and merger of an  acquired  company in
accordance with SFAS No. 141,  "Business  Combinations." We allocate the cost of
an acquired  company to the  tangible  and  identifiable  intangible  assets and
liabilities  acquired,  with the remaining amount being recorded as goodwill. We
amortize certain intangible assets over an estimated life of five years.

         We assess  the  impairment  of  identifiable  intangibles  if events or
changes in  circumstances  indicate that the carrying value of the asset may not
be  recoverable.  Factors  that we consider  important  which  could  trigger an
impairment review include the following:

     o Significant  under-performance relative to historical or projected future
     operating results;

     o  Significant  changes in the manner of use of the acquired  assets or the
     strategy of the overall business;

     o Significant negative industry or economic trends;

     o Significant decline in our stock price for a sustained period; and

     o Our market capitalization relative to net book value.

         If  we  determine  that  the  carrying  value  of  intangibles   and/or
long-lived  assets may not be recoverable  based on the existence of one or more
of the above  indicators of impairment,  we measure any impairment  based on the
estimated discounted cash flows expected to result from the use of the asset and
its eventual  disposition and compare that to the asset's carrying  amount.  Any
impairment  loss recognized  would represent the excess of the asset's  carrying
value over its  estimated  fair value.  Significant  estimates and judgments are
required when estimating such fair values.  If we determine that the intangibles
are  impaired,  we would  record an  impairment  charge and the amount  could be
material.



         ITEM 3.  CONTROLS AND PROCEDURES


         a.       Evaluation of Disclosure Controls and Procedures:


Disclosure  controls  and  procedures  are  designed to ensure that  information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act is recorded,  processed,  summarized  and  reported,  within the time period
specified  in the SEC's  rules and forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated  and  communicated  to management,  including the Chief Executive
Officer and Chief Financial Officer,  as appropriate,  to allow timely decisions
regarding  required  disclosure.  As of the end of the  period  covered  by this
report  June  30,  2006,  the  Company  carried  out an  evaluation,  under  the
supervision and with the  participation of the Company's  management,  including
the  Company's  Chief  Executive  Officer and Chief  Financial  Officer,  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures.  Based upon and as of the date of that evaluation June 30, 2006,
the Chief  Executive  Officer and Chief  Financial  Officer  concluded  that the
Company's  disclosure  controls  and  procedures  are  effective  to ensure that
information  required to be  disclosed  in the  reports  the  Company  files and
submits under the Exchange Act is recorded,  processed,  summarized and reported
as and when required.




<PAGE>






         b.       Changes in Internal Control over Financial Reporting:


There  were no changes  in the small  business  issuers  internal  control  over
financial  reporting  identified  in  connection  with  the  Company  evaluation
required by  paragraph  (d) of Rule 13a-15 or Rule 15d-15 under the Exchange act
that occurred  during the small  business  issuers last fiscal  quarter that has
materially  affected or is  reasonable  likely to materially  affect,  the small
business issuers internal control over financial reporting.





                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings

         We have not been a party to any legal proceedings to date.  However, we
anticipate that we may be involved in various legal  proceedings  arising in the
normal  course of business  operations.  We are currently not aware of any legal
proceedings  that  would  have a  material  effect  on our  business,  financial
condition or results of operations.


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

         None

Item 3.  Defaults upon Senior Securities

         None




<PAGE>



Item 4.  Submission of Matters to a Vote of Security Holders

         None

Item 5.  Other Information

         None

Item 6. Exhibits

         8-K 12g3 - filed June 21,  2006 8-K - for new  officers - filed July 7,
         2006





<PAGE>



                                    SIGNATURE

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

Date: August 11, 2006                             /s/ James O. Mulford
                                                  ---------------------
                                                  James O. Mulford
                      President and Chief Executive Officer