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 June 30, 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 incorporation                (I.R.S. Employer
                 or organization)                            Identification No.)

           112 N. Rubey Drive, Suite 180                            80403
                  Golden, Colorado
      (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 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 August 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>


<TABLE>
<CAPTION>


                                             QLINKS AMERICA, INC.
                                     Quarterly Report on Form 10-QSB
                                                June 30, 2007
                                              Table of Contents

                                      PART I - FINANCIAL INFORMATION
<S>        <C>
Item 1    Financial Statements
          Qlinks Balance Sheets as of June 30, 2007 (unaudited) and December 31,
          2006 Qlinks Statements of Operations for the Three and Six Months
          Ended June 30, 2007 and 2006
             (Unaudited)
          Qlinks Statements of Changes In Stockholders' Equity for the Six Months Ended June 30,
             2007 (Unaudited)
          Qlinks Statements of Cash Flows for the Six Months Ended June 30, 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
Item 4    Controls and Procedures

                                       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)

                                                                 June 30, 2007         December 31, 2006
                                                                 -------------         -----------------
ASSETS
Current Assets
         Cash                                                     $    57,269             $    89,115
         Accounts Receivable, net (Note 2)                               --                    40,975
         Prepaid Expenses                                              34,161                  46,006
                                                                  -----------             -----------
   Total Current Assets                                                91,430                 176,096
                                                                  -----------             -----------
Fixed Assets
Fixed Assets - Cost                                                   352,831                 375,600
        Accumulated Depreciation                                      (86,018)                (66,730)
                                                                  -----------             -----------
   Fixed Assets, Net                                                  266,813                 308,870
                                                                  -----------             -----------
Amortizable Intangible Assets (Note 4)
         Technology & Licenses                                        729,150                 944,607
         Accumulated Amortization                                    (611,460)               (588,818)
                                                                  -----------             -----------
   Amortizable Intangible Assets, net                                 117,690                 355,789
                                                                  -----------             -----------
Other Assets
        Goodwill (Note 3)                                             678,504                 678,504
        Deposits                                                        2,792                   1,988
                                                                  -----------             -----------
   Total Other Assets                                                 681,296                 680,492
                                                                  -----------             -----------

TOTAL ASSETS                                                      $ 1,157,221             $ 1,521,247
                                                                  ===========             ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
   Liabilities
      Current Liabilities
        Accounts Payable                                          $    15,011             $   153,841
        Accrued Liabilities                                            25,285                  71,496
        Unpaid Compensation                                           100,750                 107,000
        Accrued Interest                                               18,145                  14,805
        Notes Payable - Short Term (Note 7)                         1,291,994                 941,477
        Current Portion - Long Term Debt (Note 7)                        --                    17,783
                                                                  -----------             -----------
        Total Current Liabilities                                   1,451,185               1,306,402
                                                                  -----------             -----------
      Long Term Liabilities
        Long-Term Debt, net of current portion (Note 7                   --                    89,500
                                                                  -----------             -----------
      Total Long Term Liabilities                                        --                    89,500
                                                                  -----------             -----------
   Total Liabilities                                                1,451,185               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 June 30, 2007
 and December 31, 2006, respectively)                                    --                      --
      Additional Paid in Capital                                    2,598,503               2,456,504
      Retained Earnings (Deficit)                                  (2,892,459)             (2,331,159)
                                                                  -----------             -----------
   Total Stockholders' Equity                                        (293,956)                125,345
                                                                  -----------             -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 1,157,229             $ 1,521,247
                                                                  ===========             ===========


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

                                                    3
<PAGE>



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


                                                                       Six Months Ended                Three Months Ended
                                                             June 30, 2007    June 30, 2006    June 30, 2007    June 30, 2006
                                                             -------------    -------------    -------------    ---------------

 Total Revenue                                               $       --       $       --       $       --       $       --

 Cost of Revenue
    Equipment Leasing                                              16,269             --              8,602             --
    Merchant Services                                                --               --               --               --
    Supplies and Materials                                            259             --                120             --
                                                             ------------     ------------     ------------     ------------
 Total Cost of Revenue                                             16,528             --              8,722             --
                                                             ------------     ------------     ------------     ------------
 Gross Profit                                                     (16,528)            --             (8,722)            --

 Expenses
    Compensation, Benefits & Professional Fees                    481,680          137,148          166,453          107,148
    Depreciation & Amortization                                   113,077           99,835           51,049           49,588
    Research & Development                                            954           70,477            1,171           35,477
    Travel & Entertainment                                         20,164           11,393            1,430            8,463
    Office & Facility                                              15,388           11,930            7,175            8,977
    Advertising & Promotion                                        10,575              432            9,865             --
    Commissions & Fees                                               --              7,500             --               --
    Bad Debts                                                      (2,209)            --             (2,209)            --
                                                             ------------     ------------     ------------     ------------
 Total Expenses                                                   639,629          338,715          234,934          209,653

Loss from Continuing Operations                                  (656,157)        (338,715)        (243,656)        (209,653)

 Other Expense
 Interest Expense                                                 106,779            8,207           52,098              478
 Loss on Sale of Fixed Assets                                          50             --               --               --
 Taxes & Licenses                                                     710             --               --               --
 Income Tax Benefit (Note 8)                                         --               --               --               --
                                                             ------------     ------------     ------------     ------------
 Total Other Expenses                                             107,539            8,207           52,098              478

 Net Loss from continuing operations                             (763,696)        (346,922)        (295,754)        (210,131)

 Discontinued Operations
 Income from Discontinued Operations (note 13)                     26,514           69,618            5,951           41,552
 Realized Gain on Sale of Other Assets, net  (note 13)            175,882             --            175,882
                                                             ------------     ------------     ------------     ------------
 Net Income from Discontinued Operations                          202,396           69,618          181,833           41,552

                                                             ------------     ------------     ------------     ------------
 Net Loss                                                    $   (561,300)    $   (277,304)    $   (113,921)    $   (168,579)
                                                             ============     ============     ============     ============

 Weighted average common shares outstanding-basic              18,781,680       14,210,886       18,781,680       14,210,886
 Weighted average common shares outstanding-fully diluted      18,781,680       14,210,886       18,781,680       14,210,886

Basic (Loss) per common share - Note 5                       $      (0.03)    $      (0.02)    $      (0.01)    $      (0.01)
Diluted (Loss) per common share - Note 5                     $      (0.03)    $      (0.02)    $      (0.01)         %(0.01)


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

                                                                     4


<PAGE>



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


                                                                           Six-Months Ended June 30,
                                                                          2007                   2006
                                                                        ---------              --------

Cash flow from operating activities:
Net Loss                                                                $(561,300)             $(277,304)
Net income from discontinued operations                                  (202,396)                  --
                                                                        ---------              ---------
Loss from continuing operations                                          (763,696)              (277,304)
Adjustments to reconcile net loss to net cash
provided (used) by operations:
   Depreciation                                                            29,389                  9,269
   Non-cash interest expense (including note payable discount              39,630                 36,591
   Non-cash stock compensation expense                                     96,999                   --
   Bad debt expense                                                        (2,209)                  --
   Amortization of technology and licenses                                 83,688                 94,460

Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                               6,629                (21,059)
   (Increase) decrease in prepaid expenses                                 11,846               (309,197)
   (Increase) decrease in other assets                                       (804)                 1,000
   Increase (decrease) in accounts payable                               (138,629)               331,243
   Increase (decrease) in accrued liabilities                             (13,119)                23,915
   Increase (decrease) in accrued compensation                             (6,250)                40,000
   Net effect of discontinued operations                                   58,548                   --
                                                                        ---------              ---------
Net cash provided (used) by operating activities                         (597,978)               (71,082)

Cash flow from investing activities:
   Purchase of fixed assets                                                  --                  (21,375)
   Sale of fixed assets                                                     2,083                   --
   Cash paid for acquisition of Global Envirotech, Inc.                      --                  (30,000)
                                                                        ---------              ---------
Net cash provided (used) by investing activities                            2,083                (51,375)

Cash flow from financing activities:
   Proceeds from issuance of notes payable                                370,000                400,000
   Payments of notes payable                                             (118,375)               (33,575)
   Conversion of accounts payable to notes payable (non-cash)              64,750                   --
   Proceeds from sale of stock                                             45,000                   --
   Proceeds from sale of Qlinks Media Group                               285,000                   --
                                                                        ---------              ---------
Net cash flow provided (used) by financing activities                     646,375                366,425
                                                                        ---------              ---------
Net increase (decrease) in cash                                            50,480                243,968

Cash, Beginning of Year/Period                                              6,789                 43,574
                                                                        ---------              ---------
Cash, End of Year/Period                                                $  57,269              $ 287,542
                                                                        =========              =========


Cash paid for interest                                                  $  67,149              $  21,268
Cash paid for income taxes                                                   --                     --

Supplemental non-cash disclosures:
Conversion of accounts payable to notes payable                         $  64,750              $    --
Conversion of notes payable to equity                                        --                   75,000
Purchase of common stock from unpaid compensation                            --                   60,000


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

                                                     5
<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                         --                              --               96,999              96,999
  Net (loss)                                 --           --                 --             (561,300)           (561,300)
                                   -------------------------------------------------------------------------------------
Ending balance, June 30, 2007          18,781,680        $--          $ 2,598,503        $(2,892,459)        $  (293,956)
                                   =====================================================================================



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

                                                                    6
</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 technology-based, loyalty and 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 suite of targeted advertising, electronic loyalty and
coupon products and solutions enables the (1) electronic distribution of
advertisements and promotions on both a mass and targeted basis, (2) delivery of
advertisements, coupons and promotions "in-market" near the point of purchase or
sale, as well as "in-home" via print and Internet, and (3) secure and accurate
backend processing, settlement and reporting for both electronic and paper-based
loyalty and coupon promotions. This solution set is replicable within several
COI (nationally and internationally), providing 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 six months ended June 30, 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 July 1 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

                                       7

<PAGE>



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
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 June 30, 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.


                                       8
<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

         Recent Accounting Pronouncements - In February 2007, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 159, "The Fair Value Option for Financial Assets and
Financial Liabilities - Including an Amendment of FASB Statement No. 115" ("SFAS
159"). SFAS 159 permits entities to choose to measure eligible items at fair
value at specific election dates (the "fair value option"). Unrealized gains and
losses on items for which the fair value option has been elected shall be
reported in earnings at each subsequent reporting period. This accounting
standard is effective for us beginning January 1, 2008. We are currently
assessing the impact of SFAS 159.

         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 consolidated financial statements or our future estimates of
fair value.


(2) Accounts Receivable/Bad Debt

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


Accounts Receivable:                           June 30, 2007   December 31, 2006
                                               ---------------------------------

   Trade accounts receivable                     $       0       $  43,184
   Other receivables *                              72,000          72,000
                                                 ---------       ---------
       Total Accounts Receivable                    72,000         115,184
   Allowance for uncollectible accounts            (72,000)        (74,209)
                                                  ---------       ---------
       Accounts Receivable, net                  $       0       $  40,975
                                                 =========       =========


The Company incurred no bad debt expense for the six months ended June 30, 2007.

* - 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.


                                       9
<PAGE>



(3) Goodwill

         Changes in the carrying amounts of goodwill for the six months ended
June 30, 2007 are as follows:

                                                                         Total
                                                                        Goodwill
                                                                        --------
Balance as of December 31, 2006                                         $678,504
    Additions/Changes                                                        -0-
                                                                        --------
Balance as of June 30, 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 June 30, 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>


                                           June 30, 2007                                   December 31, 2006
                                           -------------                                   -----------------
                                                                 Net                                              Net
                                Gross        Accumulated       Carrying         Gross         Accumulated       Carrying
Identifiable intangible        Amount       Amortization       Amount          Amount        Amortization       Amount
-----------------------------------------------------------------------------------------------------------------------

<S>                            <C>             <C>             <C>             <C>             <C>             <C>
Technology & Licenses          $729,150        $611,460        $117,690        $944,607        $588,818        $355,789
                               --------        --------        --------        --------        --------        --------
   Total                       $729,150        $611,460        $117,690        $944,607        $588,818        $355,789
                               ========        ========        ========        ========        ========        ========
</TABLE>


         Amortization expense of identifiable intangible assets was $83,688 and
$94,461 for the six months ended June 30, 2007 and 2006, respectively. The
$215,457 decrease in gross amount of Technology and Licenses from December 31,
2006 to June 30, 2007 is due to the May 2007 sale of our Qlinks Media Group.

         Expected future amortization expense related to identifiable intangible
assets based on carrying amounts as of June 30, 2007 is as follows (in
thousands):

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

2007                                                                    $ 72,915
2008                                                                      44,775
                                                                        --------

Total                                                                   $117,690
                                                                        ========


(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:


                                       10

<PAGE>
<TABLE>
<CAPTION>

                                                                  6/30/07               06/30/06
                                                                 ---------              ---------

<S>                                                              <C>                    <C>
Notes payable - convertible to common stock                      2,361,836              1,525,000
Options - Key Personnel Stock Option Plan                          475,000                   --
Options - issued to consultants                                    250,000                500,000
Warrants - issued in connection with $1.5 million Private          490,000                   --
   Offering Memorandum dated June 20, 2006
                                                                 ---------              ---------
       Total common stock equivalents                            3,576,836              2,025,000
                                                                 =========              =========


(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 $96,999, or $0.005 per
share, of compensation expense in the statement of operations for the six months
ended June 30, 2007 and $0, or $0.00 per share, of compensation expense in the
statement of operations for the six 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:

                                                 Six                           Six
                                             Months Ended                  Months Ended
                                               June 30,                      June 30,
                                                 2007                          2006
                                             ------------                  ------------

Compensation and benefits                       $96,999                      $     0
                                                -------                      -------
                                                $96,999                      $     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
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:

                                                    Six Months Ended
                                                        June 30,
                                                   2007          2006
                                                --------------------------

Expected term (years)                                5                  *
Risk-free interest rate                            3.91%                *
Expected volatility                               89.45%                *
Expected dividend yield                             0%                  *

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

                                       11

<PAGE>



The following is a summary of stock option activity under the Plan for the six
months ended June 30, 2007:

                                                                                  Weighted-
                                                                                   Average
                                                                    Weighted-     Remaining
                                                                    Average     Contractual
                                                      Number of     Exercise        Term
                                                       Shares        Price         (Years)
                                                     ------------  -----------  ------------
Options outstanding at December 31, 2006*                      0   $     0.00
   Options granted                                       775,000         0.50
   Less options forfeited                              (300,000)         0.00
   Less options expired                                        0         0.00
   Less options exercised                                      0         0.00
                                                     ------------  -----------  ------------
Options outstanding at June 30, 2007                     475,000   $     0.50          5.94
                                                     ============  ===========  ============
Options exercisable at June 30, 2007                     225,000   $     0.50          5.94
                                                     ============  ===========  ============


*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 June 30, 2007, there was approximately $148,000 of total
unrecognized compensation costs related to unvested stock options. These costs
are expected to be recognized over a weighted average period of 2.50 years.

         The deferred income tax benefits from stock options expense totaled
approximately $38,000 and $0 for the six months ended June 30, 2007 and June 30,
2006, respectively.

         Cash received from stock option exercises for the six months ended June
30, 2007 and March 31, 2006 was $0 and $0, respectively.


(7) Debt

         The Company's debt consists of the following:

Short-Term Debt:
                                                                   6/30/07                   12/31/06
                                                                 ----------                 ----------

Short-Term Notes Payable                                         $  885,774                 $  644,102

Short-Term Notes Payable-Related Parties                            406,220                    297,375
                                                                 ----------                 ----------
  Total Short-Term Notes Payable                                 $1,291,994                 $  941,477
                                                                 ==========                 ==========


Long-term debt:

                                                                   6/30/07                   12/31/06
                                                                 ----------                 ----------

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


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

         Conversion. $918,735 of short-term notes payable (at June 30, 2007) are
convertible to shares of the Company's common stock, with exercise prices
ranging from $0.30 to $0.40 per share.


                                       12

<PAGE>



         The conversion options for notes payable expire from July 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                                                  $       1,291,994
                                                      ------------------
  Total                                               $       1,291,994
                                                      ==================


(8) Income Taxes

         The Company recorded a net income tax benefit of approximately $218,000
and $80,000 for the six months ended June 30, 2007 and 2006, respectively.

         As of June 30, 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 $2,646,237 generated from February 18, 2003 (inception) through June
30, 2007, which expire through 2027. The deferred tax asset of approximately
$1,122,000 related to this carryforward has been fully reserved.

The provision for income taxes consisted of the following:

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

Current:

    Federal (benefit) expense                                      $    --                  $    --
    State (benefit) expense                                             --                       --
                                                                   ---------                ---------
Deferred:
    Federal (benefit) expense                                      $(190,000)               $ (70,000)
    State (benefit) expense                                          (28,000)                 (10,000)
                                                                   ---------                ---------
            Total Deferred                                          (218,000)                 (80,000)
                                                                   ---------                ---------
    Total                                                          $(218,000)               $ (80,000)
                                                                   =========                =========


Classification:
    Taxes on income from continuing operations                     $(297,000)               $ (80,000)
    Taxes on income from discontinued operations                      79,000                     --
                                                                   ---------                ---------
    Total                                                          $(218,000)               $ (80,000)
                                                                   =========                =========


                                                    13
<PAGE>



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:

                                                                    6/30/07                 12/31/06
-----------------------------------------------------------------------------------------------------

Deferred tax assets:
    Net operating loss carry forwards                              1,032,000                 376,741
    Allowance for doubtful accounts                                   28,000                       -
    Accrued compensation                                              39,000                       -
    Gain on sale of discontinued operations                           21,000                       -
    Gain on sale of assets                                             1,000                       -
    Depreciation                                                       3,000                   6,964
    Amortization of intangibles                                       (2,000)                 62,898
                                                                  ----------                --------
Total deferred tax asset                                           1,122,000                 446,603
                                                                  ----------                --------

Deferred tax liabilities:
    Valuation allowance                                           (1,122,000)                (446,603)
                                                                  ----------                ---------
Net deferred tax asset                                            $      -                  $       -
                                                                  ==========                =========


(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 has historically operated its business as two operating
segments based on business divisions: Qlinks Retail Group (QRG) and Qlinks Media
Group (QMG). Qlinks Media Group (QMG) was classified as Discontinued Operations
as of March 31, 2007 and was sold in May 2007. Selected segment information is
as follows:

                                                    Six-Months Ended June 30,           Six-Months Ended June 30,
                                                             2007                                2006
                                                             ----                                ----

                                                   QRG                QMG                 QRG                 QMG
                                               -------------------------------        -------------------------------

Revenue                                        $         0         $         0        $         0         $         0
     Cost of Revenue                                16,528                   0                  0                   0
                                               -------------------------------        -------------------------------
Gross Profit                                       (16,528)                  0                  0                   0
     Operating Expenses                            639,629                   0            338,715                   0
     Other Expense                                 107,539                   0              8,207                   0
                                               -------------------------------        -------------------------------
Net Income (Loss) from Continuing                 (763,696)                  0           (346,922)                  0
Operations
Discontinued Operations:
      Income from Discontinued Ops.                      0              26,514                  0              69,618
      Gain on Sale of Other Assets, net                  0             175,882                  0                   0
                                               -------------------------------        -------------------------------
Net Income (Loss)                              $  (763,696)        $   202,396        $  (346,922)        $    69,618
                                               ===============================        ===============================

Total Assets                                   $ 1,157,229         $         0        $ 1,470,717         $   347,051



(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:


                                       14

<PAGE>



                                                                                                December 31,
                                                                       June 30, 2007               2006
                                                                       -------------            ------------

William R. Jones (and related parties) - Chairman of the
Board of Directors
   Deferred Compensation                                                  $ 20,000               $ 20,000
   Notes Payable                                                           277,742                272,375
                                                                          --------               --------
     Total                                                                $297,742               $292,375
                                                                          ========               ========
James O. Mulford (and related parties) - President and
Chief Executive Officer
   Deferred Compensation                                                  $ 26,250               $ 26,250

   Notes Payable*                                                          128,478                125,000
                                                                          --------               --------
     Total                                                                $154,728               $151,250
                                                                          ========               ========

Consulting Fees Earned by Related Parties

                                                                    Six-months ended         Six-months ended
                                                                       June 30, 2007           June 30, 2006
                                                                    ------------------------------------------
James O. Mulford - President and Chief Executive Officer                  $      0               $ 60,000


*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 June 30, 2007, the Company leased two office
spaces, as follows:

1.   Corporate headquarters located in Highlands Ranch, Colorado on a short-term
     lease at $803 per month through August 17, 2007. This lease will not be
     renewed beyond August 17, 2007.

2.   Office space located in Golden, Colorado on a month-to-month basis at $500
     per month with 60 days notice to terminate lease. The Company terminated
     this lease effective August 31, 2007.

Aggregate minimum rental commitments at June 30, 2007 under non-cancelable
leases are summarized as follows:

                 Year ending December 31, 2007                     $      1,243
                                                                   ------------
                      Total                                        $      1,243
                                                                   ============

         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 June 30, 2007, are as
follows:

                 Year ending December 31, 2007                     $     12,438
                 Year ending December 31, 2008                           23,476
                 Year ending December 31, 2009                           13,528
                                                                   ------------
                      Total                                        $     49,442
                                                                   ============

         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.


                                       15

<PAGE>



(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 June 30, 2007 of $2,892,459. 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 quarter ended June 30, 2007, the Company completed its sale
of certain assets or businesses, which were 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 sold its Qlinks Media Group division. In connection with a
sales plan, a gain of $177,724 was recorded during the three months ended March
31, 2007, 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.

         Management completed the sale of Qlinks Media Group in May 2007. Due to
differences in carrying values of assets between March 31, 2007 and the sale
date, a decrease to the gain was recorded of $1,842, resulting in an Unrealized
Gain on Sale of Other Assets of $175,882.

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


Summarized Statement of Operations Information for Discontinued Operations.
----------------------------------------------------------- ------------------------------------------ --------------------------
                                                                                                          Unrealized Gain on
                                                                        Operating Income                      Disposition
----------------------------------------------------------- ------------------------------------------ --------------------------

                                                              Operating     Pre-Tax Operating Income    Pre-Tax Unrealized Gain
                                                              Revenues                                      on Disposition
----------------------------------------------------------- -------------- --------------------------- --------------------------
              Six-months ended June 30, 2007                  $198,357              $26,514                    $175,882
              Six-months ended June 30, 2006                  $330,646              $69,618                       -0-

</TABLE>


                                                          16
<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 plans to deliver technology-based, loyalty and advertising solutions within
existing Communities of Interest ("COI") to increase revenues and profits for
consumer packaged goods (CPG) retailers, distributors, and manufacturers.

         We intend to deliver a comprehensive suite of targeted advertising,
electronic loyalty and coupon products and solutions that enable the (1)
electronic distribution of advertisements and promotions on both a mass and
targeted basis, (2) delivery of advertisements, coupons and promotions
"in-market" near the point of purchase or sale, as well as "in-home" via print
and Internet, and (3) secure and accurate backend processing, settlement and
reporting for both electronic and paper-based loyalty and coupon promotions.

         Our 4th Quarter 2006 pilot, ongoing development and testing, and other
market validation activities are intended to position us to deliver a
multi-channel, targeted advertising solution for local shopping neighborhoods
(LSN) and to replicate this LSN model nationally.

         Our LSN business strategy is intended to achieve the following
objectives:

          o    Initiate and substantially increase our revenues and profits for
               2008 and beyond;
          o    Deliver a multi-channel advertising solution to local retailers
               that is cost-effective and provides a higher ROI than current
               alternatives;
          o    Establish a strong coalition loyalty program among local buyers
               and sellers of products and services;
          o    Position the Company for expanded targeted advertising solutions
               in 2008 and beyond.

         Our Qlinks Media Group division (classified as Discontinued Operations
in our financial statements due to its sale on May 18, 2007) operated 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.


                                       17
<PAGE>



          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
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-going market
research.

         We have been operating our business as two operating segments: Qlinks
Retail Group (technology-based, advertising and loyalty solutions) and Qlinks
Media Group (operation of two websites, discontinued operations). 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.

         Qlinks Media Group - Discontinued Operations. In order to finance its
continuing operations and execute its business plan, the Company sold the assets
and operations of its Qlinks Media Group division in May 2007 (as discussed in
Note 13 of Notes to the Unaudited Financial Statements).

         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.

RESULTS OF OPERATIONS (Six-months ended June 30th)

         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 six months ended June 30,
2007 and 2006, respectively.

Revenue

          Total revenues from continuing operations were $0 and $0 for the
six-months ended June 30, 2007 and 2006, respectively. All revenues during these
periods are reflected in discontinued operations.


                                       18
<PAGE>


Cost of Revenue

         Total cost of goods sold were $16,528 and $0 for the six months ended
June 30, 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 $639,629 and $338,715
for the six-months ended June 30, 2007 and 2006, respectively. The primary
components of operating expenses were compensation and benefits and professional
fees, $481,680, and depreciation and amortization, $113,077 for the six-months
ended June 30, 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 $106,779 and $8,207 for the six months ended June
30, 2007 and 2006, respectively. The increase of $98,572 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 $218,000 and
$80,000 for the six months ended June 30, 2007 and 2006 respectively. The net
benefit during the six months ended June 30, 2007 relates to our losses from
continuing operations ($297,000 benefit) and income from our discontinued
operations ($79,000 expense) and consists of $190,000 for federal taxes and
$28,000 for state taxes.

Summary

         The Company had a net loss on continuing operations in the six months
ended June 30 of ($763,696) in 2007 compared to a net loss of ($346,922) in the
same period in 2006. The net loss per share was ($.03) in the six months ended
June 30, 2007 compared to ($.02) in the six months ended March 31, 2006. These
losses are the result of our ongoing development and testing, and other market
validation activities as we prepare to introduce our solution to the market.


RESULTS OF OPERATIONS (Three-months ended June 30th)

         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 June
30, 2007 and 2006, respectively.

Revenue

          Total revenues from continuing operations were $0 and $0 for the
three-months ended June 30, 2007 and 2006, respectively. All revenues during
these periods are reflected in discontinued operations.


Cost of Goods Sold

         Total cost of goods sold were $8,722 and $0 for the three-months ended
June 30, 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 $234,934 and $209,653
for the three-months ended June 30, 2007 and 2006, respectively. The primary
components of operating expenses were compensation and benefits and professional
fees, $166,453, and depreciation and amortization, $51,049 for the three-months
ended June 30, 2007. Increases in compensation and benefits and professional
fees are the result of hiring additional employees in July of 2006.


                                       19
<PAGE>




Interest Expense

         Interest expense was $52,098 and $478 for the three months ended June
30, 2007 and 2006, respectively. The increase of $51,620 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 June 30, 2007 and 2006 respectively. The net
benefit during the three months ended June 30, 2007 relates to our losses from
continuing operations ($182,000 benefit) and income from our discontinued
operations ($77,000 expense) and consists of $190,000 for federal taxes and
$28,000 for state taxes.

Summary
         The Company had a net loss on continuing operations in the three months
ended June 30, 2007 of ($295,754) compared to a net loss of ($210,131) in the
same period in 2006. The net loss per share was ($.01) in the three months ended
June 30, 2007 compared to ($.01) in the three months ended March 31, 2006. .
These losses are the result of our ongoing development and testing, and other
market validation activities as we prepare to introduce our solution to the
market.


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.

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 raised $370,000 from the issuance of new debt (short-term notes
payable) and we consolidated and restructured the terms of several existing
notes payable during the six months ended June 30, 2007. Additionally, we raised
$245,000 related to a $1,500,000 Private Offering Memorandum (dated June 2006)
during the six-months ended June 30, 2007. We anticipate raising additional
funds through the issuance of debt, sale of our common stock and other financing
sources through the remainder of 2007 to continue to execute our 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


                                       20

<PAGE>



financial statements do not include any adjustments that might be required
should the Company be unable to recover the value of its assets or satisfy its
liabilities."


LIQUIDITY AND CAPITAL RESOURCES

         As a development stage company, we have financed our operations through
debt and equity transactions. At June 30, 2007, our principal sources of
liquidity was approximately $54,000 in cash. During the first six months of 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:

                                                   Six months ended
                                                       June 30,
                                                2007               2006
                                          ----------------------------------
Cash provided (used) by:
   Operating activities                   $      (597,978)          $(71,082)
   Investing activities                              2,083           (51,375)
   Financing activities                            646,375           366,425
                                          ----------------------------------
     Net cash provided                    $         50,480      $    243,968
                                          ==================================


         We believe that our current cash and cash equivalents, together with
anticipated cash flow from the sale of our common stock, additional debt, debt
refinancing 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 additional equity and debt
offerings in 2007. In making this assessment we considered the following:

          o    Our cash and cash equivalents balance at June 30, 2007.

          o    The availability under our revolving credit facility at June 30,
               2007.

          o    Anticipated 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


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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 June 30, 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

         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.


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<PAGE>



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.

         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. QUANTITATIVE AND QUALITATIVE MARKET RISK DISCLOSURES

         In the ordinary course of business, we are exposed to certain market
risks that are either non-financial or non-quantifiable such as political,
economic, tax, other regulatory, or credit risks. We are not currently exposed
to interest rate or foreign currency risks as we do not have variable rate
financial instruments or operations in countries outside of the U.S.


ITEM 4.  CONTROLS AND PROCEDURES

         a. Evaluation of Disclosure Controls and Procedures:

         Disclosure controls and procedures are designed to ensure that
information required to be disclosed in the reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported, within the time
period specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the reports filed under the
Exchange Act is accumulated and communicated to management, including the Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. As of the end of the period covered by
this report, June 30, 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


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<PAGE>



effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based upon and as of the date of that evaluation, June 30, 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

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

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                                    SIGNATURE

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

Date: August 10, 2007                  /s/ James O. Mulford
                                       ---------------------
                                       James O. Mulford
                                       President and Chief Executive Officer


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