UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                    FORM 10Q
                                -----------------

(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 For the quarterly period ended March 31, 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 [  ]

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

Smaller reporting company [X]

Accelerated filer [  ]
<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 May 12, 2008,  there were  18,781,680  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 - March 31, 2008 and December 31, 2007                                    F-2

         Statements of Operations  -
                  Three months ended March 31, 2008 and 2007 and the Period from
                   February 18, 2003 through
                  March 31, 2008                                                                  F-3

         Statement of Changes in Stockholders' Equity (Deficit) -
                   March 31, 2008                                                                 F-4

         Statements of Cash Flows -
                  Three months ended March 31, 2008 and 2007 and the Period from
                  February 18, 2003 through
                  March 31, 2008                                                                  F-5

         Notes to Financial Statements                                                            F-7

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                          1

Item 3.  Quantitative and Qualitative Disclosures About Market Risk - Not Applicable                 5

Item 4. Controls and Procedures                                                                      5

Item 4T.  Controls and Procedures                                                                    5

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings -Not Applicable                                                           6

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
-        Not Applicable                                                                              6

Item 3.  Defaults Upon Senior Securities - Not Applicable                                            6

Item 4.  Submission of Matters to a Vote of Security Holders - Not Applicable                        6

Item 5.  Other Information - Not Applicable                                                          6

Item 6.  Exhibits                                                                                    6

SIGNATURES                                                                                           7

</TABLE>


<PAGE>




                                     PART I

ITEM 1. FINANCIAL STATEMENTS



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


                                                                           March 31, 2008          December 31, 2007
                                                                       ------------------------  -----------------------
                                                                             (Unaudited)               (Audited)
ASSETS
Current Assets
         Cash                                                                   $          474          $         8,667
         Prepaid Expenses                                                                    -                    6,203
                                                                       ------------------------  -----------------------
   Total Current Assets                                                                    474                   14,970
                                                                       ------------------------  -----------------------
Fixed Assets
Fixed Assets - Cost                                                                          -                  344,672
        Accumulated Depreciation                                                             -                 (115,201)
                                                                       ------------------------  -----------------------
   Fixed Assets, Net                                                                         -                  229,471
                                                                       ------------------------  -----------------------
Amortizable Intangible Assets (Note 4)
         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                                                                    $          474          $       891,104
                                                                       ========================  =======================

LIABILITIES AND STOCKHOLDERS' DEFICIT
   Liabilities
      Current Liabilities
Accounts Payable                                                                $       42,683          $        23,261
Accrued Liabilities                                                                     28,633                   39,558
Unpaid Compensation                                                                    157,000                  132,000
Accrued Interest                                                                         8,584                   43,628
Notes Payable  (Note 8)                                                                377,559                1,521,318
                                                                       ------------------------  -----------------------
         Total  Liabilities, All Current                                               614,459                1,759,765
                                                                       ------------------------  -----------------------
   Stockholders' Deficit
Common Stock, no par value (100,000,000 shares authorized,
18,781,680 and 18,781,680 outstanding as of March 31, 2008 and
December 31- 2007, respectively)
      Additional Paid in Capital                                                     2,585,880                2,585,880
      Retained Earnings (Deficit)                                                   (3,199,865)              (3,454,541)
                                                                       ------------------------  -----------------------
   Total Stockholders' Deficit                                                        (613,985)                (868,661)
                                                                       ------------------------  -----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                     $          474          $       891,104
                                                                       ========================  =======================

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

                                      F-1

<PAGE>
<TABLE>
<CAPTION>

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

                                            Three Months Ended         February 18, 2003
                                                March 31,              (Inception) Through
                                           2008            2007         March 31, 2008
                                       --------------  --------------  ------------------
 Revenue                                         $ -             $ -           $ 792,110

 Cost of Revenue
    Supplies and Materials                         -             139              40,806
    Merchant Services                              -               -              18,070
    Equipment Leasing                          2,045           7,667              34,904
                                       --------------  --------------  ------------------
 Total Cost of Revenue                         2,045           7,806              93,780
                                       --------------  --------------  ------------------
 Gross Profit                                 (2,045)         (7,806)            698,330

 Expenses
 Compensation & Benefits                    $ 31,184         315,227           1,572,355
    Professional Fees                         11,826               -           1,015,954
    Depreciation & Amortization               17,017          62,029             887,740
    Office & Facility                          2,513           8,885             223,516
 Research & Development                          223               -             106,836
    Travel & Entertainment                      (421)         18,734             135,330
    Advertising & Promotion                        -             710              90,092
    Commissions & Fees                             -               -              40,000
    Bad Debts                              -               -              72,000
                                       --------------  --------------  ------------------
 Total Expenses                               62,342         405,585           4,143,823
                                       --------------  --------------  ------------------
Net Loss from Operations                     (64,389)       (413,391)         (3,445,493)

 Other Income and Expense
 Other Income
    Interest Earned                                -               -              17,700
    Debt Forgiveness                         942,780               -           1,077,730
    Other Income                                   -               -               4,803
                                       --------------  --------------  ------------------
 Total Other Income                          942,780               -           1,100,233

 Other Expense
    Interest Expense                          23,717          54,680             374,115
    Impairment of Goodwill                   600,000               -             678,504
    Loss on Sale of Asset                          -              50                  50
    Penalties and Settlements                      -               -               4,513
    Taxes and Licenses                             -             710                 710
                                       --------------  --------------  ------------------
 Total Other Expense                         623,717          55,440           1,057,892
                                       --------------  --------------  ------------------
 Net Other Income (Expense)                  319,063         (55,440)             42,341
                                       --------------  --------------  ------------------
                                       --------------------------------------------------
Net Loss from Continuing Operations        $ 254,674      $ (468,831)       $ (3,403,152)
                                       --------------------------------------------------
 Discontinued Operations
 Income from Discontinued Ops                      -          20,562              27,405
   Gain on payment of debt                         -         177,724             175,882
                                       ------------------------------  ------------------
Net Income from Discontinued Operations          $ -       $ 198,286           $ 203,287
                                       ------------------------------  ------------------
Net Income                                 $ 254,676      $ (270,545)       $ (3,199,865)
                                       ==============================  ==================
 Weighted average common shares
      outstanding-basic                   18,781,680      18,709,735
                                       ==============  ==============
 Weighted average common shares
       outstanding - diluted              18,781,680      18,709,735
                                       ==============  ==============
Basic Loss per common share -              $    0.01    $      (0.01)
                                       --------------  --------------
Diluted Loss per common share -            $    0.01    $      (0.01)
                                       --------------  --------------
</TABLE>

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

                                      F-2

<PAGE>
<TABLE>
<CAPTION>

                              QLINKS AMERICA, INC.
                          (A Development Stage Company)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY
                                   (Unaudited)
                                March 31, 2008

<S>                                               <C>                    <C>          <C>               <C>              <C>

                                                      Numbers of          Common Stock  Additional      Retained Earnings  Total
                                                    Common Shares         (no par       Paid-in           (Deficit)
                                                                           value)       Capital

 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)
                                                  ----------------------------------------------------------------------------------
   Net income                                                   -              -                -            254,676        254,676
                                                  ----------------------------------------------------------------------------------
Ending balance, March 31, 2008                         18,781,680              -      $ 2,585,880       $ (3,199,865)    $ (613,985)
                                                  ----------------------------------------------------------------------------------

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

</TABLE>

                                      F-3

<PAGE>
<TABLE>
<CAPTION>


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

                                                                  Three Months Ended        February 18, 2003
                                                                       March 31,           (Inception) Through
                                                                 2008           2007         March 31, 2008
                                                             -------------- --------------  -----------------
Cash flow from operating activities:
Net Loss                                                         $ 254,676   $   (270,545)      $ (3,199,865)
Adjustment for net income from discontinued operations                   -       (198,286)          (203,287)
                                                             -------------- --------------  -----------------
Loss from continuing operations                                    254,676       (468,831)        (3,403,152)
Adjustments to reconcile net loss to net cash provided (used)
 by operations:
Depreciation                                                         4,864         14,799            130,166
Impairment of goodwill                                             600,000              -            678,504
Non-cash interest expense (including note payable discount)         17,427         26,413            123,801
Non-cash stock compensation expense                                      -              -             94,626
Fixed asset write-off                                                    -              -              8,160
Amortization of technology and licenses                             12,153         47,230            756,974
Forgiveness of debt                                               (942,780)             -         (1,077,730)
Bad debt expense                                                         -              -             72,000
(Gain) on sale of fixed assets                                                         50                 50

Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable                               -              -           (106,346)
Decrease in prepaid expenses                                         6,203          3,486              6,203
(Increase) in other assets                                           1,988              -              1,988
Increase (decrease) in accounts payable                             19,412       (129,191)            42,673
(Decrease) increase in accrued liabilities                         (10,927)        38,580            152,887
Increase in accrued compensation                                    25,000          8,750            157,000
                                                             -------------- --------------  -----------------
Net cash used by operating activities                              (11,984)      (458,714)        (2,362,196)

Cash flow from investing activities:
Loans to officers                                                        -              -           (120,000)
Purchase of fixed assets                                                 -              -           (375,699)
Sale of fixed assets                                                     -          2,083              2,083
Acquisition of technology and licenses                                   -              -           (894,607)
Cash paid for Global Envirotech acquisition                              -              -            (30,000)
                                                             -------------- --------------  -----------------
Net cash provided (used) by investing activities                         -          2,083         (1,418,223)

Cash flow from financing activities:
Proceeds from issuance of notes payable                                5,000      370,000          2,089,778
Payments of notes payable                                           (1,209)      (108,874)          (150,335)
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
Proceeds from sale of stock                                              -         45,000          1,384,000
Proceeds from exercise of stock warrants and options                     -              -             83,000
                                                             -------------- --------------  -----------------
Net cash flow provided (used) by financing activities                3,791        370,876          3,833,193

                                                             -------------- --------------  -----------------
Net increase (decrease) in cash                                     (8,193)       (85,755)            52,774

Cash, Beginning of Year/Period                                       8,667         89,115                  -
                                                             -------------- --------------  -----------------
Cash, End of Year/Period                                         $     474   $      3,360       $        474
                                                             ============== ==============  =================
Cash paid for interest                                           $   3,208   $     28,627       $    133,211
                                                             ============== ==============  =================
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                            $       -   $          -       $    250,000
                                                             ============== ==============  =================
Conversion of accrued compensation to stock                      $       -   $          -       $     77,000
                                                             ============== ==============  =================
Conversion of accounts payable to notes payable                  $       -   $     64,750       $     64,750
                                                             ============== ==============  =================
    Use of fixed assets to paydebt                               $ 274,426   $          -       $          -
                                                             ============== ==============  =================

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

                                      F-4

<PAGE>



                              QLINKS AMERICA, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
                                   (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.  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.

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 March 31, 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.

                                      F-5

<PAGE>





         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.

         Fair value of financial  instruments.  Fair value  estimates  discussed
herein are based upon  certain  market  assumptions  and  pertinent  information
available  to  management  as of March  31,  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 three months ended March 31, 2008.

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.

                                      F-6

<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 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.

     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  three  months  ended  March  31,  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 $ 254,676  for the three  months
ended March 31, 2008, and an  accumulated  deficit of $3,199,865 as of March 31,
2008. At March 31, 2008, the Company's  total current  liabilities  exceed total
current assets by $613,975.

     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.

3.        Goodwill

          During the three months ended March 31, 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 March 31, 2008, had a value of $0.

                                      F-7

<PAGE>

4.        Debt

    The Company's debt consists of the following at March 31, 2008:
<TABLE>
<CAPTION>
<S>                                                                                     <C>

--------------------------------------------------------------------------------------- -------------------
3rd Party Notes:                                                                          March 31, 2008
--------------------------------------------------------------------------------------- -------------------
--------------------------------------------------------------------------------------- -------------------
Financial institution - $45,000 revolving line of credit, five year term, due October    $          37,559
2010, 12.25% interest per annum, monthly payment based upon outstanding balance
(approximately $840).
--------------------------------------------------------------------------------------- -------------------
--------------------------------------------------------------------------------------- -------------------
Vendor - $60,000 principal. (Former accounts payable balance due converted to note                  60,000
payable).  150 day note due December 31 2007.  Interest accrued at 14% per annum,
interest paid monthly at $700 per month.
--------------------------------------------------------------------------------------- -------------------
--------------------------------------------------------------------------------------- -------------------
Private party - $275,000 principal.  180 day note due December 31, 2007, subsequently              275,000
extended to March 28, 2008.  Interest accrued at 14% per annum, interest paid monthly
at $2,208.33 per month.
--------------------------------------------------------------------------------------- -------------------
--------------------------------------------------------------------------------------- -------------------
Related Party Notes:
--------------------------------------------------------------------------------------- -------------------
--------------------------------------------------------------------------------------- -------------------
James O. Mulford, President and Chief Executive Officer.  $3,000 principal.  110 day                 3,000
note due April 1, 2008.  Interest at 12% per annum, with monthly principal and
interest payments of $251.
--------------------------------------------------------------------------------------- -------------------
--------------------------------------------------------------------------------------- -------------------
James O. Mulford, President and Chief Executive Officer.  $1,000 principal.  90 day                  1,000
note due May 25, 2008.  Interest at 12% per annum.
--------------------------------------------------------------------------------------- -------------------
--------------------------------------------------------------------------------------- -------------------
James O. Mulford, President and Chief Executive Officer.  $1,000 principal. 90 day                   1,000
note due June 28, 2008.  Interest at 12% annum.
--------------------------------------------------------------------------------------- -------------------
--------------------------------------------------------------------------------------- -------------------

--------------------------------------------------------------------------------------- -------------------
--------------------------------------------------------------------------------------- -------------------
Total Notes Payable                                                                              $377, 559
--------------------------------------------------------------------------------------- -------------------
</TABLE>

         During the three months ended March 31, 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.

5.        Stockholders' Deficit

         Common Stock.

         During the three months ended March 31, 2008, the Company did not issue
any shares of its common stock.

         Stock Option Plan

         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.

                                      F-8

<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 three months ended March 31, 2008, the Company did not issue
any options under its stock option plan.

            During the three months ended March 31, 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 three
months ended March 31, 2008:

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

                                                                    Weighted-     Weighted-
                                                                    Average       Average
                                                                    Exercise     Remaining
                                                                     Price       Contractual
                                                      Number of                    Term
                                                       Shares                    (Years)
                                                     ------------  -----------  ------------
Options outstanding at January 1, 2008                 275,000     $  0.50         5.44
   Options granted                                        0        $  0.00
   Less options forfeited                                 0        $  0.00
   Less options expired                                   0        $  0.00
   Less options exercised                                 0        $  0.00
                                                     ------------  -----------  ------------
Options outstanding at March 31, 2008                  275,000     $  0.50         5.44
                                                     ============  ===========  ============
Options exercisable at March 31, 2008                  175,000     $  0.50         5.44
                                                     ============  ===========  ============
</TABLE>


         As of  March  31,  2008,  there  was  approximately  $28,163  of  total
unrecognized  compensation costs related to unvested stock options.  These costs
are expected to be recognized over a weighted average period of two years.

                                      F-9

<PAGE>


Stock Options and Warrants (does not include  options issued under the Company's
"Key Personnel Stock Option Plan")


During the three months ended March 31,  2008,  an option for 250,000  shares of
common stock  expired.  At March 31, 2007, the Company does not have any options
outstanding outside of its Key Personnel Stock Option Plan.

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

The following table lists options and warrants outstanding as of March 31, 2008:
------------------------------------------------------------- --------------------- ---------------- --------------------

                                                                   Number of           Exercise        Expiration Date
                                                                Options/Warrants      Price/Share
------------------------------------------------------------- --------------------- ---------------- --------------------
------------------------------------------------------------- --------------------- ---------------- --------------------

                          WARRANTS
------------------------------------------------------------- --------------------- ---------------- --------------------
------------------------------------------------------------- --------------------- ---------------- --------------------
Private  Party  Noteholder - In  connection  with  $600,000  note payable  dated
8/1/07.  Allows purchase of up to 2,000,000 shares of the Company's common stock
at $0.30 per share,
exercisable until December 31, 2008.                                     2,000,000       $0.30            July 2008
------------------------------------------------------------- --------------------- ---------------- --------------------
------------------------------------------------------------- --------------------- ---------------- --------------------
Estate of William R. Jones (former Chairman) - In connection with          500,000       $0.30            July 2008
$150,000 note payable dated 8/1/07. Allows purchase of
up to 500,000 shares of the Company's common stock at
$0.30 per share, exercisable until December 31, 2008.
------------------------------------------------------------- --------------------- ---------------- --------------------
------------------------------------------------------------- --------------------- ---------------- --------------------
Shine Foundation (Charitable trust of James O. Mulford,                    433,000       $0.30            July 2008
President and Chief Executive Officer) - In connection
with $130,000 note payable dated 8/1/07.  Allows
purchase of up to 500,000 shares of the Company's
common stock at $0.30 per share, exercisable until
December 31, 2008
------------------------------------------------------------- --------------------- ---------------- --------------------
------------------------------------------------------------- --------------------- ---------------- --------------------

Total Warrants                                                           2,933,000
------------------------------------------------------------- --------------------- ---------------- --------------------
</TABLE>


6.    Related party transactions


During the three months ended March 31, 2008, Mr.  Mulford,  the Chief Executive
Officer and President of the Company,  loaned the Company funds totaling $5,000,
as described in Note 4.

During the three  months ended March 31, 2008,  the Company  accrued  $12,500 of
unpaid  compensation  owed to Mr.  Mulford,  the  Chief  Executive  Officer  and
President of the Company.

During the three months ended March 31, 2008, Mr.  Mulford,  the Chief Executive
Officer and President of the Company,  forgave debt totaling $40,460 owed to him
by the Company.

                                      F-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, the Company could not acquire sufficient capital to
sustain its operations with net losses. 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 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 three months ended March 31, 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 the Company 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.

At this time,  management  of the  Company 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.  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.

                                       1

<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 THREE  MONTHS  ENDED MARCH 31, 2008  COMPARED TO
MARCH 31, 2008

Revenue

During the three months ended March 31, 2008 and 2007,  we did not recognize any
revenues  from our  continuing  operations.

Costs of  Revenue

During the three months ended March 31, 2008,  we incurred  costs of revenues of
$2,045 as compared to cost of revenues of $7,806  during the three  months ended
March 31, 2007.  The decrease is a result of our  cessation  of  operations,  as
discussed above.

Operating Expenses

During the three months ended March 31, 2008, we incurred  operating expenses of
$62,342 compared to operating expenses of $405,585 during the three months ended
March 31,  2007.  The  decrease  of  $343,243  is a result of the  cessation  of
operations in February 2008.  Operational expenses during the three months ended
March 31, 2008,  consisted primarily of $31,184 in compensation and benefits and
$17,017 in depreciation and amortization expense.

Other Income (Expense)

During the three months ended March 31, 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 a $1,142,550,
as settlement on the notes.  The holders of the notes  released the Company from
any  further  obligations  under the notes.  As a result,  we recorded a gain of
$942,780 on the settlement of the debt.

Interest  expense for the three months ended March 31, 2008 decreased by $30,963
to $23,717  compared to $54,680 for the three months  ended March 31, 2007.  The
decrease is as a result of the  cancellation  of our notes  payable as discussed
above.

During the three months ended March 31, 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 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,  our
goodwill, at March 31, 2008, had a value of $0.

                                       2

<PAGE>




Net Loss

During the three  months  ended March 31,  2008,  we  recognized a net income of
$254,676 compared to a net loss of $270,545 for the three months ended March 31,
2007 the change of $525,221 was a result of the  $343,241  decrease in operating
expenses,  the $942,780  gain on the  settlement  of debt offset by the $568,277
increase in other expenses.

LIQUIDITY AND CAPITAL RESOURCES

At March 31,  2008,  we had total  assets of $474  consisting  solely of cash on
hand. At March 31, 2008, we had total liabilities,  all current, of $614,449 for
a working capital deficit of approximately  $613,985

Net cash used by operating  activities for the three months ended March 31, 2008
and 2007, respectively,  was $11,984 and $458,714. During the three months ended
March  31,  2008,  net  income  of  $254,676  was  adjusted  for non cash  items
consisting of $4,864 in depreciation  expense,  $600,000 impairment of goodwill,
$17,247 in  non-cash  interest  expense,  $12,153 in  amortization  expense and
$942,780 gain on the settlement of debt.

During  the three  months  ended  March 31,  2007,  net losses of  $270,544  was
adjusted for non-cash items consisting of $198,286 net income from  discontinued
operations,  $14,799 in  depreciation  expenses,  $26,413 in  non-cash  interest
expense, and $47,230 in amortization expenses.

During the three months  ended March 31,  2008,  the Company did not have or was
provided  funds from investing  activities.  During the three months ended March
31,  2007,  the Company used $2,083 in  investing  activities.

During the three months ended March 31,  2008,  the Company was provided  $3,791
from  financing  activities.  During the three months ended March 31, 2007,  the
Company received $370,876 from its financing activities.

During the three months ended March 31, 2008, Mr.  Mulford,  the Chief Executive
Officer and President of the Company,  loaned the Company funds totaling $5,000,
the 12% promissory  notes have due dates ranging from April 1, 2008 through June
28, 2008.

During the three months ended March 31, 2008, the Company 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 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.

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.

                                       3

<PAGE>




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  three
months ended March 31, 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 March 31,  2008,  we had a
working  capital deficit of  approximately  $613,985 and reported an accumulated
deficit of $3,199,865.

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.

 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 the Company is  currently
evaluating the impact of adoption.

                                       4

<PAGE>



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),  James Mulford,  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, Mr. Mulford 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.

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 March 31,
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.

                                       5

<PAGE>





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 March 31, 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.

ITEM 2.  CHANGES IN SECURITIES

            NONE.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                NONE.

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

               NONE.

ITEM 5.  OTHER INFORMATION

               NONE.


ITEM 6.  EXHIBITS

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


                                        6


<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: May 19, 2008                          By: /s/James O. Mulford
                                             ------------------------
                                             James O. Mulford, President &
                                             Chief Accounting Officer