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 June 30, 2008

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

            For the transition period from __________ to ___________

                       Commission file number: 000-50162

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

            Colorado                                  90-0138998
            --------                                  ----------
      (State of Incorporation)                   (IRS Employer ID Number)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to the filing  requirements for
the past 90 days. Yes [X] No [ ]

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

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


<PAGE>





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

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

As of August 8, 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 -June 30, 2008 and December 31, 2007                                      F-1

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

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

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

         Notes to Financial Statements                                                            F-5

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                                                                  6

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                      7

Item 5.  Other Information - Not Applicable                                                        7

Item 6.  Exhibits                                                                                  7

SIGNATURES                                                                                         8


</TABLE>

<PAGE>




                                     PART I

ITEM 1. FINANCIAL STATEMENTS


<PAGE>
<TABLE>
<CAPTION>

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


                                                                              30-Jun-08            December 31, 2007
                                                                       ------------------------  -----------------------
                                                                             (Unaudited)               (Audited)
ASSETS
Current Assets
         Cash                                                                       $      809               $    8,667
         Prepaid Expenses                                                                    -                    6,203
                                                                       ------------------------  -----------------------
   Total Current Assets                                                                    809                   14,870
                                                                       ------------------------  -----------------------
Fixed Assets
Fixed Assets - Cost                                                                          -                  344,672
        Accumulated Depreciation                                                             -                 (115,201)
                                                                       ------------------------  -----------------------
   Fixed Assets, Net                                                                         -                  229,471
                                                                       ------------------------  -----------------------
Amortizable Intangible Assets
         Technology & Licenses                                                               -                  729,150
         Accumulated Amortization                                                            -                 (684,375)
                                                                       ------------------------  -----------------------
   Amortizable Intangible Assets, net                                                        -                   44,775
                                                                       ------------------------  -----------------------
Other Assets
        Goodwill                                                                             -                  600,000
        Deposits                                                                             -                    1,988
                                                                       ------------------------  -----------------------
   Total Other Assets                                                                        -                  601,988
                                                                       ------------------------  -----------------------

                                                                       ------------------------  -----------------------
TOTAL ASSETS                                                                        $      809               $  891,104
                                                                       ========================  =======================

LIABILITIES AND STOCKHOLDERS' DEFICIT
   Liabilities
      Current Liabilities
Accounts Payable                                                                    $   33,862               $   23,261
Accrued Liabilities                                                                     29,883                   39,558
Unpaid Compensation                                                                    157,000                  132,000
Accrued Interest                                                                        11,699                   43,628
Notes Payable                                                                          396,265                1,521,318
                                                                       ------------------------  --------------------------
         Total  Liabilities, All Current                                               628,709                1,759,765
                                                                       ------------------------  -----------------------
   Stockholders' Deficit
Common Stock, no par value (100,000,000 shares authorized,
18,781,680 and 18,791,680 outstanding as of June-30, 2008 and
December 31,-2007, respectively)
      Additional Paid in Capital                                                     2,585,880                2,585,880
      Retained Earnings (Deficit)                                                   (3,213,780)              (3,454,541)
                                                                       ------------------------  -----------------------
   Total Stockholders' Deficit                                                        (627,900)                (868,661)
                                                                       ------------------------  -----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                         $      809                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>            <C>        <C>


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

 Cost of Revenue
    Supplies and Materials                   -         120             -         259          40,806
    Merchant Services                        -           -             -           -          18,070
    Equipment Leasing                        -       8,602         2,045      16,269          34,904
                                   ------------ -----------  ------------ -----------  --------------
 Total Cost of Revenue                       -       8,722         2,045      16,528          93,780
                                   ------------ -----------  ------------ -----------  --------------
 Gross Profit                                -      (8,722)       (2,045)    (16,528)        698,330

 Expenses
 Compensation & Benefits                     -     149,382        31,184     469,423       1,572,355
    Professional Fees                      639      17,072        12,467      12,257       1,015,719
    Depreciation & Amortization              -      51,049        17,017     113,077         887,740
    Office & Facility                       21       7,175         2,345      15,388         223,348
 Research & Development                      -       1,171           395         954         107,008
    Travel & Entertainment                   -       1,430          (421)     20,164         135,330
    Advertising & Promotion                  -       9,865             -      10,575          90,092
    Commissions & Fees                       -           -             -           -          40,000
    Bad Debts (Note 3)                       -      (2,209)            -      (2,209)         72,000
                                   ------------ -----------  ------------ -----------  --------------
 Total Expenses                            660     234,935        62,987     639,629       4,143,592
                                   ------------ -----------  ------------ -----------  --------------
Net Loss from Operations                  (660)   (243,657)      (65,032)   (656,157)     (3,445,262)

 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                    13,255      52,098        36,972     106,779         387,370
    Impairment of Goodwill                   -           -       600,000           -         678,504
    Loss on Sale of Asset                    -           -             -          50              50
    Penalties and Settlements                -           -             -           -           4,513
    Taxes and Licenses                       -           -            15         710             710
                                   ------------ -----------  ------------ -----------  --------------
 Total Other Expense                    13,255      52,098       636,987     107,539       1,071,147
                                   ------------ -----------  ------------ -----------  --------------
 Net Other Income (Expense)            (13,255)    (52,098)      305,793    (107,539)         29,086
                                   ------------ -----------  ------------ -----------  --------------

Net (Loss) Income from Continuing
Operations                           $ (13,915) $ (295,755)   $  240,761  $ (763,696)   $ (3,416,176)
                                   ------------ ------------  ----------- -----------  --------------
 Discontinued Operations
 Income from Discontinued Ops                -       5,952             -      26,514          26,514
   Gain on payment of debt                   -     175,882             -     175,882         175,882
                                   ------------ -----------  ------------ -----------  --------------
Net Income from Discontinued
Operations                           $       -  $  181,834    $        -  $  202,396    $    202,396
                                   ------------ -----------  ------------ -----------  --------------

Net (Loss) Income                    $ (13,915) $ (113,921)   $  240,761  $ (561,300)   $ (3,213,780)
                                   ============ ===========  ============ ===========  ==============

 Weighted average common shares
      outstanding-basic             18,781,680  18,781,680    18,781,680  18,781,680
                                   ============ ===========  ===========  ===========
 Weighted average common shares
       outstanding - diluted        18,781,680  18,781,680    18,781,680  18,781,680
                                   ============ ===========  ===========  ===========

Basic Loss per common share          $      *   $    (0.01)   $     0.01       (0.03)
                                   -----------  -----------  -----------  -----------

Diluted Loss per common share        $      *   $    (0.01)   $     0.01       (0.03)
                                   -----------  -----------  -----------  -----------

</TABLE>
                                      F-2


<PAGE>
<TABLE>
<CAPTION>
                              QLINKS AMERICA, INC.
                          (A Development Stage Company)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICT) EQUITY
                         AND COMPREHENSIVE INCOME (LOSS)
                                   (Unaudited)
                                  June 30, 2008
<S>                                               <C>                <C>               <C>                 <C>            <C>
                                                   Number of Common  Commons Stock    Additional          Retained Earnings
                                                    Shares           (no par value)   Paid in Capital        (Deficit)        Total
                                                  ----------------------------------------------------------------------------------
 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                                                   -              -                -            240,761        240,761
                                                  ----------------------------------------------------------------------------------
Ending balance, June 30, 2008                          18,781,680  $           -      $ 2,585,880       $ (3,213,780)    $ (627,900)
                                                  ==================================================================================



</TABLE>
                                      F-3


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

                                                                 Six Months Ended         February 18, 2003
                                                             June 30,                  (Inception) Through
                                                               2008           2007         June 30, 2008
                                                           -------------- --------------  ----------------
Cash flow from operating activities:
Net Income (Loss)                                              $ 240,761       (561,300)     $ (3,213,780)
Adjustment for net income from discontinued operations                 -       (202,396)         (203,287)
                                                           -------------- --------------  ----------------
Income (Loss) from continuing operations                         240,761       (763,696)       (3,417,067)
Adjustments to reconcile net loss to net cash provided
(used) by operations:
Depreciation                                                       4,864         29,389           130,166
Impairment of goodwill                                           600,000              -           678,504
Non-cash interest expense (including note payable discount)       19,236         39,630           125,610
Non-cash stock compensation expense                                    -         96,999            94,626
Fixed asset write-off                                                  -              -             8,160
Amortization of technology and licenses                           12,153         83,688           756,974
Forgiveness of debt                                             (942,780)             -        (1,077,730)
Bad debt expense                                                       -         (2,209)           72,000
(Gain) on sale of fixed assets                                         -              -                50

Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable                             -          6,629          (106,346)
Decrease in prepaid expenses                                       6,203         11,846             6,203
Decrease (increase) in other assets                                1,988           (804)            1,988
Increase (decrease) in accounts payable                           10,601       (138,629)           33,862
(Decrease) increase in accrued liabilities                        (9,675)       (13,119)          151,635
Increase (decrease) in accrued compensation                       25,000         (6,250)          157,000
 Net effect of discontinued operations                                 -         58,548           (49,796)
                                                           -------------- --------------  ----------------
Net cash used by operating activities                            (31,649)      (597,978)       (2,434,161)

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                            25,000       370,000         2,109,778
Payments of notes payable                                         (1,209)      (118,375)         (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           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 by financing activities                    23,791        646,375         3,853,193

                                                           -------------- --------------  ----------------
Net(decrease) increase in cash                                    (7,858)        50,480               809

Cash, Beginning of Period                                          8,667          6,789                 -
                                                           -------------- --------------  ----------------
Cash, End of Period                                            $     809       $ 57,269     $         809
                                                           ============== ==============  ================

Cash paid for interest                                         $  12,424       $ 67,149     $     142,427
                                                           ============== ==============  ================
Cash paid for income taxes                                     $       -       $      -     $           -
                                                           ============== ==============  ================
Supplemental non-cash disclosures:
Officer loan offset against notes payable                      $       -       $      -     $     120,000
                                                           ============== ==============  ================
Stock issuance for ThinkBurst Media asset purchase             $       -       $      -     $      50,000
                                                           ============== ==============  ================
Conversion of notes payable to equity                          $       -       $ 64,750     $     250,000
                                                           ============== ==============  ================
Conversion of accrued compensation to stock                    $       -       $      -     $      77,000
                                                           ============== ==============  ================
Conversion of accounts payable to notes payable                $       -       $      -     $      64,750
                                                           ============== ==============  ================
    Use of fixed assets to pay debt                            $ 274,426       $      -     $     274,426
                                                           ============== ==============  ================

</TABLE>
                                      F-4


<PAGE>

                              QLINKS AMERICA, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2008
                                   (Unaudited)

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

     Organization

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

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

                                      F-5


<PAGE>





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 June 30, 2008,
the Company had zero amounts in excess of the FDIC insured limits.  For purposes
of the statement of cash flows, the Company considers all cash and highly liquid
investments  with  initial  maturities  of  three  months  or  less  to be  cash
equivalents.

Revenue recognition

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

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

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

         Consulting revenue is recognized upon the performance of services.

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

Net Loss per Share.

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

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,
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.

                                      F-6

<PAGE>



Stock-based compensation.

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

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

Fixed Assets.

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


Recent Accounting Pronouncements

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

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

                                      F-7

<PAGE>





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

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

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

2.       Going Concern

           In the  Company's  Annual  Report on Form  10-KSB for the fiscal year
ended  December  31,  2007,  the  Report of the  Independent  Registered  Public
Accounting  Firm includes an explanatory  paragraph  that describes  substantial
doubt about the Company's ability to continue as a going concern.  The Company's
interim  financial  statements  for the six months ended June 30, 2008 have been
prepared on a going concern basis,  which contemplates the realization of assets
and the  settlement  of  liabilities  and  commitments  in the normal  course of
business.  The Company  reported net income of $240,761 for the six months ended
June 30, 2008, and an accumulated  deficit of $3,213,780 as of June 30, 2008. At
June 30, 2008,  the  Company's  total current  liabilities  exceed total current
assets by $627,900.

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



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




4.        Debt

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

---------------------------------------------------------------------- -----------------------------
3rd Party Notes:                                                           Principal Balance at
                                                                              June 30, 2008
---------------------------------------------------------------------- -----------------------------
Financial institution - $45,000 revolving line of credit, five year              $36,265
term, due October 2010, 12.25% interest per annum, monthly
payment based upon outstanding balance (approximately $840).
---------------------------------------------------------------------- -----------------------------
Vendor - $60,000 principal. (Former accounts payable balance due                  60,000
converted to note payable).  150 day note due December 31, 2007.
Interest accrued at 14% per annum ($700) per month).
---------------------------------------------------------------------- -----------------------------
Private party - $275,000 principal.  180 day note due December 31,               275,000
2007, subsequently extended to March 28, 2008.  Interest
accrued at 14% annum ($3,208.33 per month)
---------------------------------------------------------------------- -----------------------------
Related Party Notes:
---------------------------------------------------------------------- -----------------------------
James O. Mulford, President and Chief Executive Officer.  $3,000                  $3,000
principal.  110 day note due April 1, 2008.  Interest accrued at
12% per annum ($30 per month).
---------------------------------------------------------------------- -----------------------------
James O. Mulford, President and Chief Executive Officer.  $1,000                   1,000
principal. 90 day note due May 25, 2008. Interest accrued at 12%
per annum. ($10 per month)
---------------------------------------------------------------------- -----------------------------
James O. Mulford, President and Chief Executive Officer.  $1,000                   1,000
principal.  90 day note due June 28, 2008.  Interest accrued at 12%
per annum. ($10 per month)
---------------------------------------------------------------------- -----------------------------
James O. Mulford, President and Chief Executive Officer.  $20,000                  20,000
$20,000 principal. 90 day note due July 23, 2008.  Interest accrued
at 12% per annum. ($200 per month)
---------------------------------------------------------------------- -----------------------------
Total Notes                                                                       $396,265
---------------------------------------------------------------------- -----------------------------
</TABLE>

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

5.        Stockholders' Deficit

Common Stock.

         During the six months  ended June 30,  2008,  the Company did not issue
any shares of its common stock.

Stock Option Plan

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

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

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

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

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

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

</TABLE>

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

Other Stock Options and Warrants

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

6.    Related Party Transactions

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

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

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

                                      F-9

<PAGE>




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

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

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

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

EXECUTIVE SUMMARY

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

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

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

During the period  reported,  our  management  has been  focusing its efforts on
securing  financing to pay  outstanding  debts and  evaluating  future  business
activities  in the  advertising  arena and the restart of its business  plan. We
need  to fund  the  deficits  in  operating  capital  through  debt  or  private
placements of our common stock, which is our sole source of liquidity.

                                       1

<PAGE>



RESULTS OF  OPERATIONS  FOR THE SIX MONTHS ENDED JUNE 30, 2008  COMPARED TO JUNE
30, 2007

Revenue

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

Costs of Revenue

During the six months  ended June 30,  2008,  we  incurred  costs of revenues of
$2,045 as compared to cost of  revenues of $16,528  during the six months  ended
June 30, 2007.  The  decrease is a result of our  cessation  of  operations,  as
discussed above.

Operating Expenses

During the six months ended June 30,  2008,  we incurred  operating  expenses of
$62,987  compared to operating  expenses of $639,629 during the six months ended
June 30,  2007.  The  decrease  of  $576,642  is a result  of the  cessation  of
operations in February 2008.

Other Income (Expense)

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

Interest  expense for the six months ended June 30, 2008 decreased by $69,807 to
$36,972  compared  to  $106,779  for the six  months  ended June 30,  2007.  The
decrease is as a result of the  cancellation  of our notes  payable as discussed
above.

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

                                       2

<PAGE>




Net Loss

During  the six  months  ended  June 30,  2008,  we  recognized  a net income of
$240,761  compared to a net loss of $561,300  for the six months  ended June 30,
2007.  The change of $802,061 was a primarily a result of the $576,642  decrease
in operating expenses, the $942,780 gain on the settlement of debt offset by the
$413,332 increase in other expenses.

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

Revenue

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

Costs of Revenue

During the three months ended June 30, 2008, we incurred costs of revenues of $0
as compared to cost of revenues of $8,722 during the three months ended June 30,
2007.  The  decrease is a result of our  cessation of  operations,  as discussed
above.

Operating Expenses

During the three months ended June 30, 2008, we incurred  operating  expenses of
$660  compared to operating  expenses of $234,935  during the three months ended
June 30,  2007.  The  decrease  of  $234,275  is a result  of the  cessation  of
operations in February 2008.

Other Income (Expense)

Interest  expense for the three months ended June 30, 2008  decreased by $38,843
to $13,255  compared to $52,098 for the three months  ended June 30,  2007.  The
decrease  is as a result  of the  cancellation  of our  notes  payable  in first
quarter 2008.

Net Loss

During the three months ended June 30, 2008, we recognized a net loss of $13,915
compared to a net loss of $113,921 for the three months ended June 30, 2007. The
change of $100,006 was primarily result of our cessation of operations.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2008, we had total assets of $809 consisting  solely of cash on hand
and we had total  liabilities,  all current,  of $628,709 for a working  capital
deficit of approximately $627,900.

Net cash used by operating activities for the six months ended June 30, 2008 and
2007, respectively,  was $31,649 and $597,978.  During the six months ended June
30, 2008, net income of $240,761 was adjusted for non-cash  items  consisting of
$4,864 in  depreciation  expense,  $600,000  impairment of goodwill,  $19,236 in
non-cash interest expense,  $12,153 in amortization expense and $942,780 gain on
the settlement of debt.

During the six months ended June 30, 2007,  net losses of $561,300 were adjusted
for  non-cash  items  consisting  of  $202,396  net  income  from   discontinued
operations,  $29,389  in  depreciation  expense,  $39,630 in  non-cash  interest
expense, $96,999 in non-cash stock compensation expense, $83,688 in amortization
expenses and $2,209 in non-cash bad debt recovery.

                                       3

<PAGE>





During the six months ended June 30, 2008, we did not have funds  provided by or
used for  investing  activities.  During the six months ended June 30, 2007,  we
used $2,083 in investing activities.

During  the six  months  ended  June 30,  2008,  we  provided  $23,791  from our
financing  activities.  During the six months  ended June 30,  2007,  we provide
$646,375 from our financing activities.

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

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

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

In our financial  statements  for the fiscal year ended  December 31, 2007,  the
Report  of  the  Independent  Registered  Public  Accounting  Firm  includes  an
explanatory  paragraph  that  describes  substantial  doubt about our ability to
continue as a going concern.  Our financial statements for the fiscal six months
ended  June 30,  2008,  have  been  prepared  on a going  concern  basis,  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments in the normal course of business. At June 30, 2008, we had a working
capital deficit of approximately $627,900 and reported an accumulated deficit of
$3,213,780.

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.

                                       4

<PAGE>




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

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

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

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

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

As required by SEC Rule 15d-15(b),  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.

                                       5

<PAGE>




ITEM 4T. CONTROLS AND PROCEDURES

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

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

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

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

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

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

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

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

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


 PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                NONE.

ITEM 2.  CHANGES IN SECURITIES

                NONE.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                NONE.

                                       6

<PAGE>




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

                                       7


<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: August 19, 2008                     By: /s/Denis Iler
                                              ------------------------
                                                 Denis Iler, President

                                           By: /s/Jeff Huitt
                                              ------------------------
                                                  Jeff Huitt,
                                                  Principal Accounting Officer


                                       8