QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)

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

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2007

                                       OR

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

        For the transition period from                      to
                                       --------------------     ----------------

                         Commission File Number: 0-24081

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

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

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

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

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

         Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer: in Rule 12b-2 of the Exchange
Act. (Check one):

  Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X| As of May 10, 2007 there were
18,781,680 shares outstanding of Registrant's Common Stock (no par value).

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


<PAGE>


                              QLINKS AMERICA, INC.
                         Quarterly Report on Form 10-QSB
                                 March 31, 2007
                                Table of Contents

                         PART I - FINANCIAL INFORMATION

Item 1    Financial Statements
          Qlinks Balance Sheets as of March 31, 2007 (unaudited) and
             December 31, 2006
          Qlinks Statements of Operations for the Three months ended
             March 31, 2007 and 2006 (Unaudited)
          Qlinks Statements of Changes In Stockholders' Equity for the
             Three months ended March 31, 2007 (Unaudited)
          Qlinks Statements of Cash Flows for the Three months ended
             March 31, 2007 (unaudited) and 2006
          Notes to Unaudited Qlinks Financial Statements
Item 2    Management's Discussion and Analysis of Financial Condition
             and Results of Operations
Item 3    Quantitative and Qualitative Disclosures About Market Risk


                           PART II - OTHER INFORMATION

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

Signature




<PAGE>


                                      PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements
                                        QLINKS AMERICA, INC.
                                   (A Development Stage Company)
                                           BALANCE SHEETS
                                             (unaudited)
<TABLE>
<CAPTION>
                                                     March 31, 2007          December 31, 2006
                                                     --------------          -----------------
<S>                                                  <C>                      <C>
ASSETS
Current Assets
         Cash                                         $     3,360               $    89,115
         Accounts Receivable, net (Note 2)                  6,629                    40,975
         Prepaid Expenses                                  42,520                    46,006
         Assets Held for Sale (Note 13)                   230,092                      --
                                                      -----------               -----------
   Total Current Assets                                   282,601                   176,096
                                                      -----------               -----------
Fixed Assets
Fixed Assets - Cost                                       352,831                   375,600
        Accumulated Depreciation                          (71,427)                  (66,730)
                                                      -----------               -----------
   Fixed Assets, Net                                      281,404                   308,870
                                                      -----------               -----------
Amortizable Intangible Assets (Note 4)
         Technology & Licenses                            729,150                   944,607
         Accumulated Amortization                        (575,002)                 (588,818)
                                                      -----------               -----------
   Amortizable Intangible Assets, net                     154,148                   355,789
                                                      -----------               -----------
Other Assets
        Goodwill (Note 3)                                 678,504                   678,504
        Other Assets (Note 13)                            177,724                      --
        Deposits                                            1,988                     1,988
                                                      -----------               -----------
   Total Other Assets                                     858,216                   680,492
                                                      -----------               -----------

                                                      -----------               -----------
TOTAL ASSETS                                          $ 1,576,369               $ 1,521,247
                                                      ===========               ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
   Liabilities
     Current Liabilities
      Accounts Payable                                $    24,449               $   153,841
      Accrued Liabilities                                  66,094                   115,598
      Unpaid Compensation                                 115,750                   107,000
      Accrued Interest                                     18,531                    14,805
      Notes Payable - Short Term (Note 7)               1,245,671                   897,375
      Current Portion - Long Term Debt (Note 7)              --                      17,783
      Liabilities related to assets held for sale
       (Note 13)                                          122,816                      --
                                                      -----------               -----------
         Total Current Liabilities                      1,593,311                 1,306,402
                                                      -----------               -----------

     Long Term Liabilities
      Long-Term Debt, net of current portion
       (Note 7)                                              --                      89,500
      Deferred Income Taxes (Note 8)                         --                        --
                                                      -----------               -----------
     Total Long Term Liabilities                             --                      89,500
                                                      -----------               -----------
   Total Liabilities                                    1,593,311                 1,395,902
   Stockholders' Equity
   Common Stock, no par value
    (100,000,000 shares authorized,
    18,781,680 and 18,691,680
    outstanding as of March 31, 2007
    and December 31, 2006, respectively)                     --                        --
     Additional Paid in Capital                         2,584,762                 2,456,504
     Retained Earnings (Deficit)                       (2,601,704)               (2,331,159)
                                                      -----------               -----------
   Total Stockholders' Equity                             (16,942)                  125,345
                                                      -----------               -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $ 1,576,369               $ 1,521,247
                                                      ===========               ===========

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


                                            QLINKS AMERICA, INC.
                                       (A Development Stage Company)
                                         STATEMENTS OF OPERATIONS
                                                  (unaudited)

                                                                       Three-Months Ended March 31,
                                                                     2007                      2006
                                                                  ------------             ------------

 Total Revenue                                                    $       --               $       --

 Cost of Revenue
    Equipment Leasing                                                    7,667                     --
    Supplies and Materials                                                 139                     --
                                                                  ------------             ------------
 Total Cost of Revenue                                                   7,806                     --
                                                                  ------------             ------------
 Gross Profit                                                           (7,806)                    --

 Expenses
    Compensation, Benefits & Professional Fees                         315,227                   65,000
    Depreciation & Amortization                                         62,029                   50,247
    Travel & Entertainment                                              18,734                    2,929
    Office & Facility                                                    8,885                   10,336
    Advertising & Promotion                                                710                      551
                                                                  ------------             ------------
 Total Expenses                                                        405,585                  129,063

Loss from Continuing Operations                                       (413,391)                (129,063)

 Other Expense
 Interest Expense                                                       54,680                    7,730
 Loss on Sale of Fixed Assets                                               50                     --
 Taxes & Licenses                                                          710                     --
 Income Tax Benefit (Note 8)                                              --                       --
                                                                  ------------             ------------
 Total Other Expenses                                                   55,440                    7,730

 Net Loss from continuing operations                                  (468,831)                (136,793)

 Discontinued Operations
 Income from Discontinued Operations (note 13)                          20,562                   28,067
 Unrealized Gain on Sale of Other Assets, net  (note 13)               177,724                     --
                                                                  ------------             ------------
 Net Income from Discontinued Operations                               198,286                   28,067
                                                                  ------------             ------------
 Net Loss                                                         $   (270,545)            $   (108,726)
                                                                  ============             ============

 Weighted average common shares outstanding-basic                   18,709,735               15,692,123
 Weighted average common shares outstanding-fully diluted           18,709,735               15,692,123

Basic (Loss) per common share - Note 5                            $      (0.01)            $      (0.01)
Diluted (Loss) per common share - Note 5                          $      (0.01)            $      (0.01)



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


<PAGE>


                                                      QLINKS AMERICA, INC.
                                                (A Development Stage Company)
                                         STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                                         (unaudited)


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

 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                                 -              -               83,258                    -          83,258
Net (loss)                                         -              -                    -             (270,545)       (270,545)
                                     ----------------------------------------------------------------------------------------
 Ending balance, March 31, 2007           18,781,680       $      -          $ 2,584,762         $ (2,601,704)      $ (16,942)
                                     ========================================================================================


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



<PAGE>


                                               QLINKS AMERICA, INC.
                                          (A Development Stage Company)
                                           STATEMENTS OF CASH FLOWS
                                                   (unaudited)

                                                                     Three-Months Ended March 31,
                                                                     2007                  2006
                                                                  ----------             ---------

Cash flow from operating activities:
Net Loss                                                          $(270,545)             $(108,726)
Gain from discontinued operations                                  (198,286)               (28,067)
                                                                  ---------              ---------
Loss from continuing operations                                    (468,831)              (136,793)
Adjustments to reconcile net loss to net cash
 provided (used) by operations:
Depreciation                                                         14,799                  3,015
Non-cash interest expense (including note payable discount)          26,413                  5,968
Amortization of technology and licenses                              47,230                 47,232
(Gain) on sale of fixed assets                                           50                   --

Changes in operating assets and liabilities:
Decrease in prepaid expenses                                          3,486                   --
Decrease in other current assets                                       --                    1,000
(Increase) in other assets                                             --                  (13,648)
(Decrease) in accounts payable                                     (129,191)                  --
Increase (decrease) in accrued liabilities                           38,580                   --
Increase in accrued compensation                                      8,750                 35,000
Net effect of discontinued operations                                  --                  (36,327)
                                                                  ---------              ---------
Net cash provided (used) by operating activities                   (458,714)               (94,553)

Cash flow from investing activities:
Sale of fixed assets                                                  2,083                   --
                                                                  ---------              ---------
Net cash provided (used) by investing activities                      2,083                   --

Cash flow from financing activities:
Proceeds from issuance of notes payable                             370,000                100,000
Payments of notes payable                                          (108,874)                (2,475)
Conversion of accounts payable to notes payable (non-cash)           64,750                   --
Proceeds from sale of stock                                          45,000                   --
                                                                  ---------              ---------
Net cash flow provided (used) by financing activities               370,876                 97,525

                                                                  ---------              ---------
Net increase (decrease) in cash                                     (85,755)                 2,972

Cash, Beginning of Year/Period                                       89,115                 43,574
                                                                  ---------              ---------
Cash, End of Year/Period                                          $   3,360              $  46,546
                                                                  =========              =========

Cash paid for interest                                            $  28,267              $   1,761
Cash paid for income taxes                                             --                     --

Supplemental non-cash disclosures:
Conversion of accounts payable to notes payable                   $  64,750              $    --


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


<PAGE>



                              QLINKS AMERICA, INC.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(1)  Basis of Presentation

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

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

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

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

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

          Interim Financial Statements. The accompanying unaudited financial
statements of Qlinks have been prepared in accordance with accounting principles
generally accepted in the United States of America ("GAAP") and in conformity
with the instructions to Form 10-QSB and Article 10 of Regulation S-X and the
related rules and regulations of the Securities and Exchange Commission ("SEC").
Accordingly, certain information and note disclosures normally included in
financial statements prepared in accordance with GAAP have been condensed or
omitted pursuant to such rules and regulations. However, management believes
that the disclosures included in these financial statements are adequate to make
the information presented not misleading. The unaudited Qlinks financial
statements included in this document have been prepared on the same basis as the
annual financial statements, and in management's opinion, reflect all
adjustments, which include normal recurring adjustments, necessary for a fair
presentation in accordance with GAAP and SEC regulations for complete financial
statements. The results for the three months ended March 31, 2007 are not
necessarily indicative of the results that the Company will have for any
subsequent quarter or full fiscal year. These unaudited condensed consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements and the notes to those statements for the year ended
December 31, 2006 included in the Company's Annual Report on Form 10-KSB.

          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.

          Goodwill and Intangible Assets. We account for goodwill in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets." Our reporting units are tested annually, in accordance
with SFAS No. 142, as of June 30 to determine whether their carrying value
exceeds their fair value. Should this be the case, the value of the goodwill may
be impaired and written down. Goodwill is also tested for impairment on an
interim basis if an event occurs or circumstances change between annual tests
that would more likely than not reduce the fair value of the reporting unit
below its carrying amount. If we determine the fair value of the goodwill is

<PAGE>


less than the carrying value, an impairment loss is recognized in an amount
equal to the difference. Impairment losses, if any, are reflected in operating
income or loss in the consolidated statements of operations.


Revenue recognition (Revenue included in discontinued operations)

          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.

Operating Expenses

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

          Professional Fees. The Company expenses all costs of professional fees
as incurred. Through June 30, 2006, all personnel at the Company's headquarters
in Denver, Colorado were contractors and their related compensation is included
in the professional fees amount. On July 1, 2006, these contractors were hired
as full-time statutory employees and/or officers of the Company.

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


Other Items

          Fair value of financial instruments. Fair value estimates discussed
herein are based upon certain market assumptions and pertinent information
available to management as of March 31, 2007 and December 31, 2006. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
accounts payable and notes payable. Fair values were assumed to approximate
carrying values for cash and payables because they are short term in nature and
their carrying amounts approximate fair values or they are payable on demand.

          Stock-based Compensation. Effective January 1, 2006, the Company
adopted SFAS No. 123(Revised), Share-Based Payment ("SFAS 123R"). This statement
replaced SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS 123") and
superseded APB Opinion No. 25, Accounting for Stock Issued to Employees. Under
the modified prospective method of adoption, the Company is required to apply a
fair-value-based measurement method in accounting for share-based payment
transactions with employees and record compensation cost for all stock awards
granted after January 1, 2006 and awards modified, repurchased, or cancelled
after that date. In addition, the Company is required to record compensation
costs associated with the vesting of unvested options outstanding at January 1,
2006 using the guidance under SFAS 123. From January 1, 2006, stock option
grants and employee stock purchase plan purchases will be accounted for under
SFAS 123R. The Company uses the Black-Scholes model to estimate the fair value
of each option grant on the date of grant. This model requires the use of
estimates for expected term of the options and expected volatility of the price
of the Company's common stock.

<PAGE>


          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

          New Accounting Pronouncements. In July 2006, the Financial Accounting
Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes -- An Interpretation of FASB Statement No. 109"
("FIN 48"), which clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with FASB
Statement No. 109, "Accounting for Income Taxes" ("SFAS 109"). FIN 48 also
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. In addition, FIN 48 provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition. The provisions of FIN 48 are effective for fiscal
years beginning after December 15, 2006. We do not believe that that impact the
adoption of FIN 48 will have on our financial statements will be material.

          In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 108,Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements (SAB 108).
SAB 108 provides interpretive guidance on how the effects of the carryover or
reversal of prior year misstatements should be considered in quantifying a
current year misstatement. SAB 108 is effective for fiscal years ending after
November 15, 2006. We have not completed our evaluation of the impact of this
standard on our financial statements.

          In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework
for measuring fair value under generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2007. We have not completed our evaluation of the impact of this
standard on our financial statements.


(2) Accounts Receivable/Bad Debt

The Company's accounts receivable and related bad debt expense is as follows:


Accounts Receivable:                                  March 31,     December 31,
                                                           2007            2006
                                                      ---------     ------------

   Trade accounts receivable *                        $   8,838       $  43,184
   Other receivables **                                  72,000          72,000
                                                      -------------------------
       Total Accounts Receivable                         80,838         115,184
   Allowance for uncollectible accounts                 (74,209)        (74,209)
                                                      -------------------------
       Accounts Receivable, net                       $   6,629       $  40,975
                                                      =========================


Accounts Receivable:                                  March 31,     December 31,
                                                           2007            2006
                                                      -------------------------
   Trade accounts receivable *                        $   8,838       $  43,184
   Other receivables **                                  72,000          72,000
                                                      -------------------------
       Total Accounts Receivable                         80,838         115,184
   Allowance for uncollectible accounts                 (74,209)        (74,209)
                                                      -------------------------
       Accounts Receivable, net                       $   6,629       $  40,975
                                                      =========================

<PAGE>



The Company incurred no bad debt expense for the three months ended March 31,
2007.

* - Trade accounts receivable does not include $37,568 of accounts receivable
for Qlinks Media Group classified as Assets Held for Sale.

** - The Company paid a $72,000 deposit towards kiosk equipment for its market
pilot in July 2006. The supplier of the kiosks did not meet delivery deadlines
for the equipment and the purchase order was subsequently cancelled. The return
of the deposit was demanded but not been received as of December 31, 2006. In
the first quarter of 2007, the Company was notified that the supplier had ceased
operations, declared bankruptcy and had transferred the purchase order to a
French company. The Company is not confident that the deposit will be recovered
and, as a result, has reclassified the deposit as a $72,000 receivable with an
offsetting $72,000 allowance for uncollectible accounts as of December 31, 2006.


(3) Goodwill

          Changes in the carrying amounts of goodwill for the three months ended
March 31, 2007 are as follows:

                                                                  Total
                                                                Goodwill
                                                                --------
Balance as of December 31, 2006                                 $678,504
    Additions/Changes                                                -0-
                                                                --------
Balance as of March 31, 2007                                    $678,504
                                                                ========

         The Company has not yet performed an annual goodwill impairment test as
the transactions giving rise to goodwill were recorded in June 2006 and it was
determined that goodwill was not impaired at March 31, 2007. Goodwill will be
assessed for impairment at each reporting period end if certain events occurred
indicating that an impairment may have occurred. No events have occurred that
management believes may have impaired goodwill.


(4) Intangible Assets

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

                                           March 31, 2007                                December 31, 2006
                                           --------------                                -----------------
                                                                 Net                                             Net
                               Gross        Accumulated       Carrying         Gross        Accuulated        Carrying
Identifiable intangible        Amount       Amortization       Amount          Amount       Amortization       Amount
----------------------------------------------------------------------------------------------------------------------
<S>                           <C>             <C>             <C>             <C>             <C>             <C>
Technology & Licenses         $729,150        $575,002        $154,148        $944,607        $588,818        $355,789
Technology & Licenses
   included in Assets
   Held for Sale               215,457          61,046         154,411               0               0               0
                              --------        --------        --------        --------        --------        --------

   Total                      $944,607        $636,048        $308,559        $944,607        $588,818        $355,789
                              ========        ========        ========        ========        ========        ========
</TABLE>


          Amortization expense of identifiable intangible assets was $47,230 and
$47,232 for the three months ended March 31, 2007 and 2006, respectively.

          Expected future amortization expense related to identifiable
intangible assets based on carrying amounts as of March 31, 2007 is as follows
(in thousands):

Period ending December 31,
-------------------------------------------------------------------------------

2007                                                                   $109,373
2008                                                                     45,045
                                                                       --------
Total                                                                  $154,148
                                                                       ========
<PAGE>


(5) Earnings Per Common Share

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

                                                                 3/31/07                03/31/06
                                                                ---------              ---------

<S>                                                             <C>                    <C>
Notes payable - convertible to common stock                     2,361,836              1,525,000
Options - Key Personnel Stock Option Plan                         775,000                   --
Options - issued to consultants                                   250,000                500,000
Warrants - issued in connection with convertible notes          1,250,000              1,000,000
Warrants - issued in connection with $1.5 million Private         490,000                   --
   Offering Memorandum dated June 20, 2006
                                                                ---------              ---------
       Total common stock equivalents                           5,126,836              3,025,000
                                                                =========              =========
</TABLE>


(6) Share-Based Compensation

          We adopted SFAS 123R effective January 1, 2006 using the modified
prospective method. We did not have a previous method of accounting for the
recognition of stock-based compensation arrangements as we did not have a stock
option plan until January 2007 and, accordingly, did not recognize any stock
compensation expense in previous periods.

          Our statements of operations from January 1, 2007 forward include
charges for stock-based compensation. We recognized $83,258, or $0.004 per
share, of compensation expense in the statement of operations for the three
months ended March 31, 2007 and $0, or $0.00 per share, of compensation expense
in the statement of operations for the three months ended March 31, 2006 with
respect to our stock-based compensation plans. The following table summarizes
stock-based compensation expenses recorded in the statements of operations:

                                                  Three               Three
                                              Months Ended        Months Ended
                                                March 31,           March 31,
                                                  2007                2006
                                              ------------        ------------

Compensation and benefits                       $83,258             $     0
                                                -------             -------
                                                $83,258             $     0
                                                =======             =======

          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.

          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

<PAGE>


expected dividend yield is zero and is based upon historical and anticipated
payment of dividends. The weighted-average assumptions used in the fair value
calculations are as follows:

                                                      Three Months Ended
                                                          March 31,
                                                   2007             2006
                                                --------------------------
Expected term (years)                                5               *
Risk-free interest rate                            3.91%             *
Expected volatility                               89.45%             *
Expected dividend yield                             0%               *

------------------
*       None granted.

The following is a summary of stock option activity under the Plan for the three
months ended March 31, 2007:

<TABLE>
<CAPTION>
                                                                                       Weighted-
                                                                                        Average
                                                                       Weighted-       Remaining
                                                                        Average       Contractual
                                                     Number of         Exercise          Term
                                                      Shares            Price           (Years)
                                                     ---------        -----------     -----------
<S>                                                         <C>        <C>
Options outstanding at December 31, 2006*                   0          $   0.00
   Options granted                                    775,000          $   0.50
   Less options forfeited                                   0          $   0.00
   Less options expired                                     0          $   0.00
   Less options exercised                                   0          $   0.00
                                                      -------          ---------          ----
Options outstanding at March 31, 2007                 775,000          $   0.50           6.19
                                                      =======          ========           ====
Options exercisable at March 31, 2007                 325,000          $   0.50           6.19
                                                      =======          ========           ====
</TABLE>


*Beginning balance does not include 250,000 fully exercisable options granted in
2003 to a consultant as these options were issued prior to the "Key Personnel
Stock Option Plan". The consultant became a full-time employee and officer of
Qlinks on July 1, 2006.

          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.

          As of March 31, 2007, there was approximately $161,000 of total
unrecognized compensation costs related to unvested stock options. These costs
are expected to be recognized over a weighted average period of 2.75 years.

          The deferred income tax benefits from stock options expense totaled
approximately $32,000 and $0 for the three months ended March 31, 2007 and March
31, 2006, respectively.

          Cash received from stock option exercises for the three months ended
March 31, 2007 and March 31, 2006 was $0 and $0, respectively.


(7) Debt

          The Company's debt consists of the following:

Short-Term Debt:
                                                         3/31/07       12/31/06
                                                       ----------     ----------

Short-Term Notes Payable                               $  827,534     $  600,000
Short-Term Notes Payable-Related Parties                  418,137        297,375
                                                       ----------     ----------
  Total Short-Term Notes Payable                       $1,245,671     $  897,375
                                                       ==========     ==========
<PAGE>



Long-term debt:
                                                         3/31/07      12/31/06
                                                        ---------     ---------

Notes Payable*                                          $       0     $ 107,283
   Less: Current Portion                                        0       (17,783)
                                                        ---------     ---------
Long-term debt, excluding current portion               $       0     $  89,500
                                                        =========     =========

* Long-term debt at 3/31/07 was reclassified on the balance sheet to Liabilities
Related to Assets Held for Sale as the debt is part of the Qlinks Media Group
operating segment (See Note 13).

          Interest. Notes payable accrue interest at interest rates ranging from
6% to 14% per annum.

          Conversion. $921,735 of short-term notes payable (at March 31, 2007)
are convertible to shares of the Company's common stock, with exercise prices
ranging from $0.30 to $0.40 per share. In addition, certain notes payable also
contain an additional conversion feature that provide additional warrants to
purchase shares of the Company's common stock at $0.30 per share and $0.50 per
share if the note is converted to common stock.

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

          Related Parties. See Note (10) for details of notes payable held by
related parties.

The scheduled principal payments on the Company's notes payable are as follows:


              Year ending December 31,                    Amount
              ----------------------------------------------------
              2007                                    $ 1,245,671
                                                      -----------
                 Total                                $ 1,245,671
                                                      ===========


(8) Income Taxes

          The Company recorded a net income tax benefit of approximately
$105,000 and $42,000 for the three months ended March 31, 2007 and 2006,
respectively.

          As of March 31, 2007 and December 31, 2006, the Company continued to
maintain a full valuation allowance on its net deferred tax asset as it
determined it is more likely than not that the Company will not realize its
deferred tax assets. Such assets primarily consist of certain net operating loss
carryforwards. The Company assessed the realizability of its deferred tax assets
using all available evidence. In particular, the Company considered both its
historical results and its projections of profitability for the reasonably
foreseeable future periods. The Company is required to reassess its conclusions
regarding the realization of its deferred tax assets at each financial reporting
date. A future evaluation could result in a conclusion that all or a portion of
the valuation allowance is no longer necessary which could have a material
impact in the Company's results of operations and financial position.

          The Company has estimated net operating loss carryforwards aggregating
$2,361,244 generated from February 18, 2003 (inception) through March 31, 2007,
which expire through 2027. The deferred tax asset of approximately $921,000
related to this carryforward has been fully reserved.

<PAGE>

<TABLE>
<CAPTION>

The provision for income taxes consisted of the following:

Three-Months Ended March 31,                                       2007               2006
----------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>
Current:
    Federal (benefit) expense                                  $      --           $      --
    State (benefit) expense                                           --                  --
                                                               -------------------------------
Deferred:
    Federal (benefit) expense                                  $   (92,000)        $   (37,000)
    State (benefit) expense                                        (13,000)             (5,000)
                                                               -------------------------------
            Total Deferred                                        (105,000)            (42,000)
                                                               -------------------------------
    Total                                                      $  (105,000)        $   (42,000)
                                                               ===============================


Classification:
    Taxes on income from continuing operations                 $  (182,000)        $   (53,000)
    Taxes on income from discontinued operations                    77,000              11,000
                                                               -------------------------------
    Total                                                      $  (105,000)        $   (42,000)
                                                               ===============================


Three-Months Ended March 31,                                       2007                2006
----------------------------------------------------------------------------------------------

U.S. federal statutory rates                                         34.0%               34.0%
State income tax, net                                                 5.0%                5.0%
Alternative minimum tax                                               --                  --
Change in valuation allowance                                         --                  --
                                                               -------------------------------
Effective tax rate                                                   39.0%               39.0%
                                                               ===============================

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

                                                                  3/31/07            12/31/06
----------------------------------------------------------------------------------------------
Deferred tax assets:
    Net operating loss carry forwards                              921,000             809,000
    Allowance for doubtful accounts                                 29,000              29,000
    Accrued compensation                                            45,000              42,000
    Depreciation                                                     2,000                --
    Amortization of intangibles                                     12,000              24,000
                                                               -------------------------------
Total deferred tax asset                                         1,009,000             904,000
                                                               -----------         -----------

Deferred tax liabilities:
    Valuation allowance                                         (1,009,000)           (904,000)
                                                               -------------------------------
Net deferred tax asset                                         $      --           $      --
                                                               ===============================
</TABLE>


(9) Segment Information

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

          The Company currently operates its business as two operating segments
based on business divisions: Qlinks Retail Group (QRG) and Qlinks Media Group
(QMG). Qlinks Media Group (QMG) is classified as Discontinued Operations as of
March 31, 2007. Selected segment information is as follows:

<PAGE>

<TABLE>
<CAPTION>

                                                Three-Months Ended March 31,           Three-Months Ended March 31,
                                                            2007                                   2006
                                                            ----                                   ----
                                                   QRG                QMG               QRG                  QMG
                                              -------------------------------        -------------------------------
<S>                                           <C>                 <C>                <C>                 <C>
Revenue                                       $         0         $         0        $         0         $         0
     Cost of Revenue                                7,806                   0                  0                   0
                                              -------------------------------        -------------------------------
Gross Profit                                       (7,806)                  0                  0                   0
     Operating Expenses                           405,585                   0            129,063                   0
     Other Expense                                 55,440                   0              7,730                   0
                                              -------------------------------        -------------------------------
Net Income (Loss) from Continuing                (468,831)                  0           (136,793)                  0
Operations
Discontinued Operations:
      Income from Discontinued Ops                      0              20,562                  0              28,067
      Gain on Sale of Other Assets, net                 0             177,724                  0                   0
                                              -------------------------------        -------------------------------
Net Income (Loss)                             $  (468,831)        $   198,286        $  (136,793)        $    28,067
                                              ===============================        ===============================

Total Assets                                  $ 1,168,553         $   407,816        $   357,832         $   325,166


(10) Related party transactions


Amounts due to the Company's Chairman of the Board of Directors (and related
parties) and Chief Executive Officer (and related parties) are as follows:
                                                                                             December 31,
                                                                       March 31, 2007            2006
                                                                       --------------        ------------
William R. Jones (and related parties) - Chairman of
the Board of Directors
   Deferred Compensation                                                 $ 20,000             $ 20,000
   Notes Payable                                                          289,659              272,375
                                                                         --------             --------
     Total                                                               $309,659             $292,375
                                                                         ========             ========
James O. Mulford (and related parties) - President and
Chief Executive Officer
   Deferred Compensation                                                 $ 31,250             $ 26,250

   Notes Payable*                                                         128,478              125,000
                                                                         --------             --------
     Total                                                               $159,728             $151,250
                                                                         ========             ========

Consulting Fees Earned by Related Parties
                                                                                             Three-months
                                                                     Three-months ended     ended March 31,
                                                                       March 31, 2007           2006
                                                                     ------------------    ----------------
James O. Mulford - President and Chief Executive Officer                 $      0             $ 30,000
</TABLE>

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

(11) Commitments and Contingencies

          Lease commitments. As of March 31, 2007, the Company leased two office
spaces, as follows:

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

          2.   Florida - Office premises in Niceville, Florida under a
               non-cancelable operating lease at $1,325 per month base rent. The
               three-year lease commenced May 1, 2005 and expires April 30, 2008
               and requires the Company to pay utilities, insurance and other
               costs.

               In the event we sell our Qlinks Media Group division (See Note
               13) the Niceville, Florida lease will be assumed by the buyer.


<PAGE>


Aggregate minimum rental commitments at March 31, 2007 under non-cancelable
leases (Florida only) are summarized as follows:

          Year ending December 31, 2007                         11,925
          Year ending December 31, 2008                          5,300
                                                             ---------
               Total                                         $  17,225
                                                             =========

          Equipment leases. The Company leases equipment (computer server,
kiosks and point of sale equipment) under non-cancelable operating leases. Lease
terms range from 24-36 months and expire in fiscal 2008 and 2009. Future minimum
commitments under non-cancelable operating leases as of March 31, 2007, are as
follows:

          Year ending December 31, 2007                         33,732
          Year ending December 31, 2008                         32,976
          Year ending December 31, 2009                         13,528
                                                              --------
               Total                                          $ 80,236
                                                              ========

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


(12) Going Concern

          The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern which contemplates the
recoverability of assets and the satisfaction of liabilities in the normal
course of business. As noted above, the Company is in the development stage and,
accordingly, has not yet generated significant revenues from operations. Since
its inception, the Company has been engaged substantially in financing
activities and developing its technology, and incurring substantial costs and
expenses. As a result, the Company incurred accumulated net losses from February
18, 2003 (inception) through the period ended March 31, 2007 of $2,601,704. In
addition, the Company's development activities since inception have been
financially sustained through equity financing and the issuance of debt.

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


(13) Assets Held for Sale and Discontinued Operations

          During the three months ended March 31, 2007, the Company began
activities to sell certain assets or businesses, which are classified as Assets
Held for Sale on the Balance Sheets as of March 31, 2007 in accordance with SFAS
No. 144, "Accounting for the Impairment of Disposal of Long-Lived Assets."

          In order to finance its continuing operations and execute its business
plan, the Company intends to sell its Qlinks Media Group division. In connection
with a sales plan, a gain of $177,724 was recorded, which represents the excess
of the estimated fair value over the carrying value of the net assets to be
purchased, less estimated costs to sell, and was included in Gains on Sales of
Other Assets, net in the Statement of Operations.

          Negotiations for the sale of the Company's Qlinks Media Group division
are on-going with prospective buyers and the Company received a $50,000 earnest
money deposit from a prospective buyer on April 20, 2007. Management intends to
complete the sale of Qlinks Media Group in May 2007. In the event that the
Company agrees to dispose of assets at prices and more or less than their March
31, 2007 carrying value, additional gains or losses would be recorded.

          The operations of Qlinks Media Group division are separately reported
as the "QMG" segment. See Note 9 - Segment information.

<PAGE>


Summarized Balance Sheet Information for Assets Held For Sale (at March 31,
2007):


Current Assets                                                          $ 59,809
Fixed Assets, net                                                         15,872
Intangible Assets, net                                                   154,411
                                                                        --------

     Total Assets Held For Sale                                         $230,092
                                                                        ========


Current Liabilities, including current
   portion of long-term debt                                            $ 38,046
Long-Term Debt, net of current portion                                    84,770
                                                                        --------

     Total Liabilities associated with assets held for sale             $122,816
                                                                        ========
<TABLE>
<CAPTION>


Summarized Statement of Operations Information for Discontinued Operations.

                                                                                          Unrealized Gain on
                                                        Operating Income                      Disposition
----------------------------------------------------------------------------------------------------------------
                                              Operating          Pre-Tax Operating       Pre-Tax Unrealized Gain
                                              Revenues              Income                    on Disposition
----------------------------------------------------------------------------------------------------------------

<S>                                    <C>                   <C>                        <C>
  Three-months ended March 31, 2007           $135,234              $20,562                    $177,724
  Three-months ended March 31, 2006           $144,656              $28,067                       -0-
</TABLE>


The Company recorded a $177,724 Other Asset related to its pending sale of
Qlinks Media Group. The amount will be adjusted upon completion of the sale
transaction.



<PAGE>



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

                  Special Note About Forward-Looking Statements

          This Quarterly Report on Form 10-QSB contains forward-looking
statements that have been made pursuant to the provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
based on current expectations, estimates, and projections about Qlinks America's
industry, management's beliefs, and certain assumptions made by management.
Forward-looking statements include our expectations regarding product, services,
and maintenance revenue, annual savings associated with the organizational
changes effected in prior years, and short- and long-term cash needs. In some
cases, words such as "anticipates", "expects", "intends", "plans", "believes",
"estimates", variations of these words, and similar expressions are intended to
identify forward-looking statements. The statements are not guarantees of future
performance and are subject to certain risks, uncertainties, and assumptions
that are difficult to predict; therefore, actual results may differ materially
from those expressed or forecasted in any forward-looking statements. Risks and
uncertainties of our business include those set forth in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2006 under "Item 1A. Risk
Factors" as well as additional risks described in this Form 10-QSB. Unless
required by law, we undertake no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events, or otherwise. However, readers should carefully review the risk factors
set forth in other reports or documents the Company files from time to time with
the Securities and Exchange Commission, particularly the Quarterly Reports on
Form 10-QSB and any Current Reports on Form 8-K.


OVERVIEW

Introduction

          Qlinks America, Inc. ("we", "our", "us") is a development-stage
company that delivers "targeted advertising" solutions within existing
Communities of Interest ("COI") to increase revenues and profits for consumer
packaged goods (CPG) retailers, distributors, and manufacturers. We offer
"in-market" kiosks that allow retailers to effectively target, acquire, and
retain purchasing customers (we deliver, integrate, support, and service as a
turn-key solution set). At the same time, our proprietary back-office solution
protects the identity and privacy of the consumer.

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

          Our Qlinks Media Group division (currently classified as Discontinued
Operations in our financial statements due to an intended sale) operates a
network of online communities providing a variety of e-commerce products and
services for IT professionals. These online communities currently include the
GeoCommunity(TM) and the Wireless Developer Network(TM). These two convergent
online communities provide technical professionals with a valuable online source
for geographic data, industry news, software, discussion forums, job postings,
product research and other tools.

     o    The GeoCommunity(TM) supports technical professionals in GIS/GPS/LBS
          developing location-based solutions for government and industry
          including financial services, wireless technologies,
          telecommunications, demographic analysis, market research, facilities
          management and mapping.

     o    The Wireless Developer Network(TM) is an online community for software
          developers and information technology professionals interested in
          mobile computing and wireless communications.

          We are a development stage company and as such we have not yet
generated significant income from our operations. We have incurred significant

<PAGE>


losses to date that are a result of investment in our technology and solution
set, completion of a 4th quarter 2006 market pilot, and on-goingmarket research.

We have been operating our business as two operating segments: Qlinks Retail
Group (in-market advertising kiosks) and Qlinks Media Group (operation of two
websites). Further information regarding our operating segments is contained in
our financial statements included in Item 1 of this quarterly report.

Company Background

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

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

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

          Market Launch/Pilot. On August 31, 2006, the Company commenced its
market launch/pilot phase with the installation of more than twenty
electronic/paperless coupon kiosks at three Jenny's Market/Conoco convenience
stores in the Denver, Colorado market. The market launch was executed in
conjunction with the Denver Newspaper Agency (publisher of The Denver Post and
Rocky Mountain News newspapers in the Denver, Colorado market) and K&G Stores
(operator of approximately 35 Conoco branded Jenny's Market convenience stores
in the Denver, Colorado market), with which the Company has signed "Letters of
Understanding" regarding each party's obligations. The Company installed kiosks
in 10 additional Jenny's Market/Conoco convenience store locations during the
first quarter of 2007.

          Qlinks Media Group - Discontinued Operations. In order to finance its
continuing operations and execute its business plan, the Company intends to sell
the assets and operations of its Qlinks Media Group division (as discussed in
Note 13 of Notes to the Unaudited Financial Statements). If the Company is
successful in the sale of the assets and operations of its Qlinks Media Group
division, it will impact the Company's future revenues.

          Global Envirotech, Inc. Merger/Acquisition. In June 2006, the Company
acquired all of the issued and outstanding shares of Global Envirotech, Inc.
("Global") through a stock purchase and a stock exchange transaction ("The
Agreement and Plan of Merger"). Global was merged into Qlinks by a statutory
merger and the former shareholders of Global became shareholders of Qlinks.

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



<PAGE>



RESULTS OF OPERATIONS (Three-months ended March 31st)

          We have not presented a table that presents the Company's unaudited
statements of operations reflected as a percentage of total revenue as we did
not have any revenue from continuing operations in the three months ended March
31, 2007 and 2006, respectively.

Revenue

          Total revenues from continuing operations were $0 and $0 for the
three-months ended March 31, 2007 and 2006, respectively.


Cost of Goods Sold

          Total cost of goods sold were $7,806 and $0 for the three months ended
March 31, 2007 and 2006, respectively. Cost of good sold consist of supplies and
materials related to our electronic advertising kiosks and leasing costs for
kiosks.

Operating Expenses

          Operating expenses for continuing operations were $405,585 and
$129,063 for the three-months ended March 31, 2007 and 2006, respectively. The
primary components of operating expenses were compensation and benefits and
professional fees, $315,227, and depreciation and amortization, $62,029 for the
three-months ended March 31, 2007. Increases in compensation and benefits and
professional fees are the result of hiring additional employees in July of 2006.

Interest Expense

          Interest expense was $54,680 and $7,730 for the three months ended
March 31, 2007 and 2006, respectively. The increase of $46,950 relates to an
increase in debt incurred used to fund operating, research & development and
market pilot costs.

Income Taxes

          We recorded net income tax benefit of approximately $105,000 and
$42,000 for the three months ended March 31, 2007 and 2006 respectively. The net
benefit during the three months ended March 31, 2007 relates to our losses from
continuing operations ($182,000 benefit) and income from our discontinued
operations ($77,000 expense) and consists of $92,000 for federal taxes and
$13,000 for state taxes.

Summary

          The Company had a net loss on continuing operations in the three
months ended March 31 of ($468,831) in 2007 compared to a net loss of ($136,793)
in the same period in 2006. The net loss per share was ($.01) in the three
months ended March 31, 2007 compared to ($.01) in the three months ended March
31, 2006.


CONTRACTUAL OBLIGATIONS AND COMMERICAL COMMITMENTS

          There have been no material changes to the contractual obligations as
disclosed in our 2006 Annual Report on Form 10-KSB.

FINANCIAL CONDITION

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

<PAGE>


          Need for Additional Financing. No commitments to provide additional
funds have been made by management or other stockholders. Accordingly, there can
be no assurance that any additional funds will be available to us to fund
expected operational losses. We intend to seek additional funding through the
issuance of debt, shares or other instruments to fund our business plan. If we
are unable to raise additional funding our working capital will be insufficient
to successfully execute our business plan.


          We currently have a $1,500,000 Private Placement of common stock
outstanding and anticipate that the increased liquidity from this private
offering, additional debt and additional financing sources will be sufficient to
expand our operations and marketing efforts, and to fund expected operational
losses through December 2007. As of March 31, 2007 we had raised $245,000
related to this Private Offering and we anticipate conducting additional equity
offerings and or debt issuances in 2007. The company will need to raise
additional funds through the current Private Placement, additional debt and
other financing sources in 2007 to continue to execute its business plan.

          Going Concern. The Company's audited financial statements for the year
ended December 31, 2006 (on Annual Report Form 10-KSB) include the following
"Going Concern" footnote, as follows:

"The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern which contemplates the recoverability
of assets and the satisfaction of liabilities in the normal course of business.
As noted above, the Company is in the development stage and, accordingly, has
not yet generated significant revenues from operations. Since its inception, the
Company has been engaged substantially in financing activities and developing
its technology, and incurring substantial costs and expenses. As a result, the
Company incurred accumulated net losses from February 18, 2003 (inception)
through the period ended December 31, 2006 of $2,331,159. In addition, the
Company's development activities since inception have been financially sustained
through equity financing and the issuance of debt.

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


LIQUIDITY AND CAPITAL RESOURCES

          As a development stage company, we have financed our operations
through debt and equity transactions. At March 31, 2007, our principal sources
of liquidity were approximately $3,000 in cash and approximately $6,600 in
accounts receivable. During the 1st quarter 2007 we raised an additional
$370,000 through the issuance of notes payable and $45,000 in proceeds from the
sale of our common stock.

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

          The following table summarizes our statements of cash flows:

                                                         Three months ended
                                                             March 31,
                                                       2007              2006
                                                    ----------------------------
Cash provided (used) by:
  Operating activities                              $(458,714)        $ (94,553)
  Investing activities                                  2,083                 0
  Financing activities                                370,876            97,525
                                                    ----------------------------
    Net cash provided (used)                        $ (85,755)        $   2,972
                                                    ============================


          We believe that our current cash and cash equivalents, together with
anticipated cash flow from our current Private Placement, additional debt and
other financing sources in 2007 will be sufficient to meet our working capital,
capital expenditure and financing requirements for at least the next twelve
months. To execute our business plan and sustain operations, we will need to
continue to fund the Company through the current Private Placement and
additional equity offerings in 2007. In making this assessment we considered the
following:

<PAGE>


          o    Our cash and cash equivalents balance at March 31, 2007.

          o    The availability under our revolving credit facility at March 31,
               2007.

          o    Cash provided from the planned sale of our Qlinks Media Group
               division.

          o    Our current $1.5 million equity offering and our anticipated
               additional private equity offerings in 2007.

          o    Our planned capital expenditures.

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


OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

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

Revenue Recognition (included in discontinued operations)

          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.

          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.

Operating Expenses

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

          Professional Fees. The Company expenses all costs of professional fees
as incurred. Through June 30, 2006, all personnel at the Company's headquarters
in Denver, Colorado were contractors and their related compensation is included
in the professional fees amount. On July 1, 2006, these contractors were hired
as full-time statutory employees and/or officers of the Company.

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


Other Items

          Fair value of financial instruments. Fair value estimates discussed
herein are based upon certain market assumptions and pertinent information
available to management as of March 31, 2007 and December 31, 2006. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,

<PAGE>


accounts payable and notes payable. Fair values were assumed to approximate
carrying values for cash and payables because they are short term in nature and
their carrying amounts approximate fair values or they are payable on demand.


Stock-based Compensation

          We accounted for stock-based compensation in accordance with SFAS 123R
effective January 1, 2006. Under the fair value recognition provisions of this
statement, share-based compensation cost is measured at the grant date based on
the value of the award and is recognized as expense over the vesting period.
Determining the fair value of share-based awards at the grant date requires
judgment, including estimating expected term of options, expected dividends and
expected volatility of the stock price of our common stock. In addition,
judgment is also required in estimating the amount of share-based awards that
are expected to be forfeited. If actual results differ significantly from these
estimates, stock-based compensation expense and our results of operations could
be significantly impacted.

Allowance for Doubtful Accounts

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

Income Taxes

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

Intangible Assets

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

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

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

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

          o    Significant negative industry or economic trends;

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

          o    Our market capitalization relative to net book value.

<PAGE>


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

ITEM 3.  CONTROLS AND PROCEDURES


          a. Evaluation of Disclosure Controls and Procedures:

          Disclosure controls and procedures are designed to ensure that
information required to be disclosed in the reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported, within the time
period specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the reports filed under the
Exchange Act is accumulated and communicated to management, including the Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. As of the end of the period covered by
this report March 31, 2007 the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based upon and as of the date of that evaluation March 31, 2007,
the Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed in the reports the Company files and
submits under the Exchange Act is recorded, processed, summarized and reported
as and when required.


          b. Changes in Internal Control over Financial Reporting:

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


                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings

          From time to time the Company may be involved in various legal
proceedings arising in the normal course of business operations. We are not
currently engaged in any legal proceedings that would have a material effect on
our business, financial condition or results of operations.


Item 1A.  Risk Factors

          This Quarterly Report on Form 10-QSB should be read in conjunction
with the risk factors defined in our Annual Report on Form 10-KSB for the year
ended December 31, 2006 under "Item 1A. Risk Factors."


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

          None

<PAGE>


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

          (a) Exhibits

                   Exhibit 31.1 - Certification pursuant to Section 302 of the
                                  Sarbanes-Oxley Act of 2002

                   Exhibit 31.2 - Certification pursuant to Section 302 of the
                                  Sarbanes-Oxley Act of 2002

                   Exhibit 32.1 - Certification pursuant to Section 906 of the
                                  Sarbanes-Oxley Act of 2002

                   Exhibit 32.2 - Certification pursuant to Section 906 of the
                                  Sarbanes-Oxley Act of 2002

<PAGE>




                                    SIGNATURE

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



Date: May 11, 2007                         /s/  James O. Mulford
                                           -------------------------------------
                                           James O. Mulford
                                           President and Chief Executive Officer