**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C.** **20549**


**FORM** **** **10-KSB**




**(Mark
                one)**x
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE**
              **SECURITIES
                EXCHANGE ACT OF 1934****For
                the fiscal year ended December 31, 2005****Or**o
            **TRANSITION
                REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934****For
                the transition period
                from_____________to_____________.**




**Commission
      file number-** 033- 20033-D




**INTERLINK
      GLOBAL CORPORATION**


(Name
      of
      small business issuer in its charter)




**NEVADA**
              *(State
                or other jurisdiction of incorporation or
                organization)*
            
            **42-1655043**
              *(I.R.S.
                Employer Identification No.)***6205
                Blue Lagoon Drive, Suite 110**
              **Miami,
                Florida**
              *(Address
                of principal executive offices)*
            
            **33126**
              *(Zip
                Code)*(Issuer's
                Telephone Number) (305) 261-2007




**Securities
      registered under Section 12(g) of the Exchange Act:**




Common
                  Stock, par value $0.001 per share**(Title
                of
                class)**




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or 15(d) of the Exchange Act during the past 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been subject to such filing requirements for the past
      90 days. Yes o    No  x




Check
      if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
      is not contained in this form, and no disclosure will be contained, to the
      best
      of registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o




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




The
      issuer's revenues for the fiscal year ended December 31, 2005, were
      $13,388,489.




The
      aggregate market value of the voting equity held by non-affiliates computed
      by
      reference to the price at which the common equity was sold, or the average
      bid
      and asked price of such common equity, as of a specified date within the past
      60
      days, was $19,235,305 as of the close of business on September 30, 2006.




As
      of September 30, 2006, the issuer had 29,213,885 shares of its common stock
      outstanding.




**DOCUMENTS
      INCORPORATED BY REFERENCE**




The
      issuer has not incorporated by reference into this annual report: (1) any annual
      report to the issuer’s securities holders, (2) any proxy or information
      statement, or (3) any Annual Report on Form 10-KSB filed pursuant to Rule 424(b)
      or (c) of the Securities Act.




Transitional
      Small Business Disclosure Format (Check one): Yes o    No x







**Interlink
      Global Corporation**




**FISCAL
      YEAR 2005 FORM 10-KSB ANNUAL REPORT**




INDEX




**Page****PART
                I**Item
                1.
            Description
                of Business
            1Item
                2.
            Description
                of Property
            17Item
                3.
            Legal
                Proceedings
            17Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            18**PART
                II**Item
                5.
            Market
                for Common Equity and Related Stockholder Matters
            18Item
                6.
            Management's
                Discussion and Analysis or Plan of Operation
            19Item
                7.
            Financial
                Statements
            23Item
                8.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            24Item
                8/A.
            Controls
                and Procedures
            24Item
                8/B.
            Other
                Information
            24**PART
                III**Item
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section16(a) of the Exchange Act
            25Item
                10.
            Executive
                Compensation
            28Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            30Item
                12.
            Certain
                Relationships and Related Transactions, and Director
                Independence
            31Item
                13.
            Exhibits
            31Item
                14.
            Principal
                Accountant Fees and Services
            31Signatures
            
            32Certifications









**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**





In
      this
      annual report we make a number of statements, referred to as “ *forward-looking
      statements* ”,
      which
      are intended to convey our expectations or predictions regarding the occurrence
      of possible future events or the existence of trends and factors that may impact
      our future plans and operating results. These forward-looking statements are
      derived, in part, from various assumptions and analyses we have made in the
      context of our current business plan and information currently available to
      us
      and in light of our experience and perceptions of historical trends, current
      conditions and expected future developments and other factors we believe to
      be
      appropriate in the circumstances. You can generally identify forward-looking
      statements through words and phrases such as “ *seek* ”,
      “ *anticipate* ”,
      “ *believe* ”,
      “ *estimate* ”,
      “ *expect* ”,
      “ *intend* ”,
      “ *plan* ”,
      “ *budget* ”,
      “ *project* ”,
      “ *may
      be* ”,
      “ *may
      continue* ”,
      “ *may
      likely result* ”, ** and
      similar expressions. When reading any forward looking statement you should
      remain mindful that all forward-looking statements are inherently uncertain
      as
      they are based on current expectations and assumptions concerning future events
      or future performance of our company, and that actual results or developments
      may vary substantially from those expected as expressed in or implied by that
      statement for a number of reasons or factors, including those relating
      to:




·
            our
                ability to design, market and manufacture our future products;


·
            our
                ability to protect our intellectual property rights and operate our
                business without infringing upon theintellectual
                property rights of others;


·
            whether
                or not markets for our products develop and, if they do develop,
                the pace
                at which they develop;


·
            our
                ability to attract the qualified personnel to implement our growth
                strategies,


·
            our
                ability to develop sales and distribution capabilities;


·
            the
                accuracy of our estimates and projections;


·
            our
                ability to fund our short-term and long-term financing
                needs;


·
            changes
                in our business plan and corporate strategies;
                and


·
            other
                risks and uncertainties discussed in greater detail in the sections
                of
                this annual report, including those captioned “Risk Factors” and
                “Management’s Discussion And
                Analysis.”





Each
      forward-looking statement should be read in context with, and with an
      understanding of, the various other disclosures concerning our company and
      our
      business made elsewhere in this annual report as well as other public reports
      filed with the United States Securities and Exchange Commission (the
      " *SEC* ").
      You
      should not place undue reliance on any forward-looking statement as a prediction
      of actual results or developments. We are not obligated to update or revise
      any
      forward-looking statement contained in this annual report to reflect new events
      or circumstances unless and to the extent required by applicable
      law.





**PART
      I**


**Item
      1.** ***Description
      of Business***





**History
      and Development of the Company**





We
      were
      incorporated in Utah on November 20, 1987. In August of 1992, the Company
      acquired privately-held, Infinity Worldwide Trading Corp., a New York company,
      and changed its name to Infinity Worldwide, Inc. However, the Company was
      inactive from 1994 until January 12, 2005, when Infinity Worldwide, Inc.
      effectuated a merger with Interlink Global Corp. ("IGC"), a Florida corporation.
      In February 2005, pursuant to the merger agreement, the Company effected a
      1
      share for 3 shares reverse stock split and issued a net total of 13,149,680
      restricted shares of common stock, recorded at par value, to the shareholders
      of
      Interlink Global Corp., the Florida corporation. Retroactive effect of the
      reverse stock split and the merger have been reflected in this report. The
      share
      exchange reorganization and merger allowed Interlink Global Corp. to become
      a
      wholly-owned subsidiary of Infinity Worldwide, Inc., a publicly held shell
      company. From and after the closing of the reorganization and merger, our
      principal asset became Interlink Global Corp. Simultaneously, we reincorporated
      in Nevada and the holding company name Infinity Worldwide, Inc. was changed
      to
      Interlink Global Corporation (“InterLink”).





Our
      wholly-owned subsidiary, Interlink Global Corp., was organized in Florida in
      November, 2004. Our corporate offices are located at 6205 Lagoon Drive, Suite
      110. Our telephone number is (305) 261-2007. Our website address is
      http://www.interlink-global.com. Information contained in our website is not
      a
      part of this report on Form 10-KSB.


-1-





**OUR
      BUSINESS**





**General**





We
      are a
      provider of private and public telecommunications network and Internet services.
      We offer integrated data, voice, data center and Internet solutions, with an
      emphasis on broadband transmission, for national and multinational companies,
      financial institutions, governmental agencies and other business customers,
      as
      well as private and residential customers. We provide telecommunications, data
      center and Internet services through our networks, which consist of owned
      Microwave Backbone and wireless links, teleports, data centers, earth stations
      and leased fiber optic and satellite links.





We
      market
      these services to both business and residential customers. We consult with
      potential business and residential customers to assist them in the selection
      of
      a service plan based on their anticipated usage and internet requirements.
      Subscribers can select one or more telephone numbers in any rate center where
      we
      provide service. All residential customer packages include various services,
      including voice mail, caller ID, call waiting, web-based account management
      and
      billing and various other services. Business customers enjoy the following
      additional features: auto attendant, extension-to-extension dialing, call hunt,
      conference bridging, and business class voicemail.




In
        June
        2005, we entered into an agreement to acquire the stock of a Venezuelan
        corporation. Effective March 15, 2006, we signed a Share Purchase Agreement
        (the “Agreement”) with Nera ASA, a Norwegian company (“Nera”), to acquire all of
        the issued and outstanding common stock of Communication Networks Holdings,
        Ltd., an exempted company incorporated and existing under the laws of Bermuda
        (“CNH”). The acquisition included CNH’s ownership of all of the issued and
        outstanding capital stock of Telecomunicaciones NGTV, S.A., a Venezuelan
        corporation engaged in the provision of telecommunication services (“NGTV”).
        After the acquisition NGTV became our wholly-owned
        subsidiary.




**Products
      and Services**





**Business
      and Residential Calling Plans**





Business
      and residential customers select a service plan based on their anticipated
      usage
      and enter into a service agreement with InterLink. Our service plans provide
      for
      unlimited calls to other InterLink customers worldwide and various levels of
      usage (fixed number of minutes or unlimited) for calls to the Public Switched
      Telephone Network (“PSTN”) phones in North America and Canada and international
      regions (Latin American, European, and Asia-specific plans). Calls in excess
      of
      a selected limit are charged on a per-minute basis. Subscribers can select
      one
      or more telephone numbers in any rate center where InterLink provides service
      anywhere in the world. All InterLink customer packages include voice mail,
      caller ID, call waiting, simultaneous ringing, multi-phone call forwarding,
      call
      transfer, inbound call blocking, missed call logging, call return, repeat
      dialing, call rerouting, outbound international PSTN call block, and web-based
      account management and billing at no additional cost.  Business
      customers receive additional features such as auto attendant,
      extension-to-extension dialing, call hunt, conference bridging, and business
      class voicemail.




Depending
      on the selected service plan and
      promotions in effect, InterLink may discount or provide a free analog telephone
      adapter for residential customers to use with InterLink’s service. For small
      businesses, InterLink can offer “virtual PBX” services. For large business
      customers, InterLink offers hardware and software to directly
      connect to their
      existing PBX system. We offer US customers the ability to retain their existing
      phone number when they switch to our phone services, subject to service
      availability in their current number’s tariff zone.




**Wholesale
      Calling Plans**




Wholesale
      customer relationships are negotiated on a case-by-case basis and dependent
      on
      the call volume, desired features, implementation requirements, and marketing
      issues (white label versus co-branded) of other broadband telephony carriers
      such as IDT, Dollar phone and Ntera.




**Wholesale
      PSTN Termination**




We
      also
      provide wholesale PSTN termination (i.e., connecting calls to users on the
      PSTN)
      for other broadband telephony providers in any location where we establish
      a
      trunking gateway to reduce our operating costs associated with PSTN
      termination.




**Call
      Termination to Our Customers**




We
      have a
      billing system that permits us to charge (if desired) for long distance calls
      terminated to our customers, regardless of whether they originate from the
      PSTN
      or another broadband telephony provider. This operates similar to a 1-800 number
      where the customer pays for incoming calls. The difference being that we offer
      local numbering from several calling areas in the United States. The recipient
      of these calls are generally located in another country, who wish to appear
      as
      if they have operations in a US region by providing a local telephone number.
      We
      then terminate the incoming calls, and re-route them to the recipient’s office
      or local in another country. As we use the internet for this, there is almost
      zero transit cost. While this is not a major business at this time, it is
      growing.


-2-




**Implementation
      Services**




In
      addition to the calling plans, InterLink also offers an array of implementation
      services for wholesale and large enterprise customers so that they can integrate
      InterLink service into their telecommunications network or company. Because
      we
      intend to automate system integration as much as possible, we believe that
      integration services will likely remain a negligible revenue
      stream.




**Internet
      Connectivity**




In
      addition to the calling plans, InterLink also offers wireless internet
      connectivity in Venezuela through our own wireless infrastructure. This service
      is provided to large enterprise customers, small businesses and residential
      customers and offers superior connectivity than the traditional incumbent
      providers.




**Satellite
      Connectivity**




We also
      offer voice, data, and Internet connectivity through our satellite hub in
      Miami. Through this hub (and with appropriate equipment on the remote side)
      InterLink can offer satellite connectivity to almost anywhere in the world.
      We
      acquired our satellite hub from Y-Tel International, Inc. in connection with
      a
      Sales Agreement dated as of December 12, 2005 for $225,000, $75,000 of which
      was
      paid in December 2005 and the rest of which was paid in installments of $25,500
      each month for six months, with the final payment being made in June
      2006.




The
      9.3
      meter dish satellite services half the United States, Europe, all Africa, and
      all Latin America, and Caribbean. We can service 500 clients (depending on
      site
      customer equipment, a customer can have as many as 30 E1/T1 connections). It
      has
      its own outdoors containment hub and power backup.




**Data
      Transmission Services**




We
      offer
      our customers a broad range of end-to-end network service combinations for
      their
      point to-point and point-to-multipoint telecommunications needs, ranging from
      simple connections to customized private network solutions. We offer our network
      services over our proprietary and leased
      networks, which are comprised of microwave wireless networks, leased lines,
      and
      satellite links.




**Industry
      Background**




Residential
      Wireline Communications Market




According
      to industry analysts there were 119.2 million U.S. residential telephone
      access lines in service, representing $67.2 billion of local, long distance
      and related revenues, in 2004. This represents an overall decline in residential
      access lines and revenue from a peak of 128.2 million lines and
      $77.1 billion of local and long distance revenues in 2000, the result of
      increased competition, changes in technology, industry consolidation and other
      factors.




Residential
      wireline communications services historically have been offered to consumers
      by
      a variety of operators, including traditional local and long distance telephone
      providers such as AT&T (formerly SBC Communications), BellSouth, Citizens
      Communications Corp., Qwest, Sprint Nextel and Verizon. However, the competition
      for residential consumers has increased significantly. In recent years, many
      cable television service providers added telephone service to their offerings.
      Improvements in wireless technology have allowed a number of wireless
      communications providers, many of which are owned by traditional telephone
      operators, to capture a share of the residential telephone service market,
      as
      many former wireline customers have begun to make wireless their sole telephone
      service. Most recently, improvements in Voice over Internet Protocol, or VoIP,
      networks, which allow for the transmission of voice signals as digital data
      over
      a broadband Internet connection and in many cases require only modest capital
      investment to build, have created even more competition in the market. A new
      group of competitors, including start-up companies similar to ours, and existing
      cable, telephone and Internet providers, now use VoIP to offer telephone service
      to residential customers.




While
      the
      information listed above discusses the U.S. market, third party analysts
      generally agree that the rest of the world is encountering similar or higher
      market growth. With the exception of South Korea and Japan (both of which far
      exceed the growth patterns herein), we believe that the relative trends are
      indicative of the true market size that we have available in the various
      countries where we operate, or plan to operate.




-3-




The
      Growth in Broadband Adoption in the Home




VoIP
      communications are carried as data packets and require a broadband Internet
      connection that has sufficient bandwidth to deliver the data uninterrupted.
      As a
      result, broadband penetration has been a key driver of VoIP's expansion to
      date.
      As the Internet has become a bigger part of people's lives and advanced
      applications have come to require greater bandwidth, broadband use has become
      more widespread. We estimate that the number of U.S. households using broadband
      Internet access will grow from 30 million, or 28% of total U.S. households,
      at the end of 2004 to 69 million, or 61% of total U.S. households, by the
      end of 2009. Currently, residential broadband consumers access the Internet
      principally through cable modems and digital subscriber lines, or DSL, which
      we
      estimate accounted for approximately 58% and 39% of 2004 consumer broadband
      subscribers in the United States, respectively. However, an increasing array
      of
      alternative broadband access technologies, such as wireless broadband and
      broadband over power lines, is becoming available. The availability of these
      alternatives is expected to further encourage future broadband deployment and
      penetration both in the United States and worldwide.




Independent
      industry analysts expect the worldwide broadband market to experience similar
      trends to those experienced in the United States. For example, we believe that
      the worldwide broadband market will grow from 146 million subscribers at
      the end of 2004 to 317 million by the end of 2009. These reports cite
      Europe and Asia in particular as areas that have attractive growth prospects.
      We
      estimate that European broadband subscriptions, which were 40 million at
      the end of 2004, will grow to 92 million by the end of 2009. We also
      estimate broadband subscriptions in the Asia/Pacific region, which were
      61 million at the end of 2004, will grow to 116 million by the end of
      2009.




We
      believe the rapid deployment of broadband access in the United States and abroad
      will continue to enable the accelerated adoption of VoIP communications.




VoIP
      Communications and Providers




One
      of
      the outgrowths from the rapid deployment of broadband connectivity in the United
      States and abroad has been the accelerated adoption of VoIP. Independent
      industry analysts have noted that the historical adoption of VoIP to date
      indicates that it may follow a future growth trajectory equal to or greater
      than
      that of the expansion of broadband access to the Internet.




VoIP
      is a
      technology that enables voice communications over the Internet through the
      conversion of voice signals into data packets. The data packets are transmitted
      over the Internet and converted back into voice signals before reaching their
      recipient. The Internet has always used packet-switched technology to transmit
      information between two communicating terminals. For example, packet switching
      allows a personal computer to download a page from a web server or to send
      an
      e-mail message to another computer. VoIP allows for the transmission of voice
      signals over these same packet switched networks and, in doing so, provides
      an
      alternative to traditional telephone networks.




VoIP
      technology presents several advantages over the technology used in traditional
      wireline telephone networks that enable VoIP providers to operate with lower
      capital expenditures and operating costs while offering both traditional and
      innovative service features. Traditional networks, which require that each
      user's telephone be connected to a central office circuit switch, are expensive
      to build and maintain. In contrast, VoIP networks route calls over the Internet
      using either softswitches or software, both of which are less expensive than
      circuit switches. In addition, traditional wireline networks
      use dedicated circuits that allot fixed bandwidth to a call throughout its
      duration, whether or not the full bandwidth is being used throughout the call
      to
      transmit voice signals. VoIP networks use bandwidth more efficiently, allocating
      it instead based on usage at any given moment. VoIP technology also presents
      the
      opportunity to offer customers attractive features that traditional telephone
      networks cannot easily support, such as online call management and
      self-provisioning (the ability for customers to change or add service features
      online).




Traditional
      telephone companies originally avoided the use of VoIP networks for transmitting
      voice signals due to the potential for data packets to be delayed or lost,
      preventing real-time transmission of the voice data and leading to poor sound
      quality. While a delay of several seconds in downloading a webpage or receiving
      an e-mail generally is acceptable to a user, a delay of more than a millisecond
      during a live, two-way voice conversation is not satisfactory. Original VoIP
      services, which were pioneered in the mid-1990s, were typically only PC-to-PC,
      requiring two personal computers to be in use at the same time. Early
      international calling card services, which allowed users to dial abroad for
      significantly discounted rates, also relied on a form of VoIP technology. These
      initial VoIP services often suffered from dropped calls, transmission delays
      and
      poor sound quality because of bandwidth limitations. As a result, VoIP initially
      developed a poor reputation for service quality relative to traditional fixed
      line telephone service. Subsequent increases in bandwidth, driven by increased
      broadband penetration, and improvements in packet switching, signaling, and
      compression technology have significantly enhanced the quality and reliability
      of VoIP calls.




-4-




Today,
      VoIP technology is used in the backbone of many traditional telephone networks,
      and VoIP services are offered to residential and business users by a wide array
      of service providers, including established telephone service providers. These
      VoIP providers include traditional local and long distance phone companies
      (such
      as AT&T, BellSouth, Qwest and Verizon), established cable companies (such as
      Cablevision, Charter Communications, Comcast, Cox and Time Warner Cable),
      competitive telephone companies (such as Time Warner Telecom), Internet service
      providers (such as AOL, Earthlink and MSN, InterLink Global in Venezuela) and
      alternative voice communications providers (such as InterLink Global, Vonage
      and
      Skype).




While
      all
      of these companies provide residential VoIP communications services, Traditional
      wireline telephone companies offering VoIP services to consumers, typically
      have
      high capital expenditures and operating costs in connection with their networks.
      In addition, depending on the structure of their VoIP networks, the VoIP
      services provided by some of these companies can only be used from the location
      at which the broadband line they provide is connected.




As
      the
      availability of broadband and VoIP becomes more widespread, and as the public
      becomes familiar with the advantages of VoIP over traditional voice telephony,
      independent industry analysts believe that VoIP will become increasingly
      attractive to mainstream consumers.




Market
      Opportunity for VoIP




Many
      independent industry analysts expect the market for VoIP-based communication
      services in the United States to expand dramatically from its current size.
      Several analysts have estimated compound annual growth rates for the U.S. or
      North American residential VoIP markets in the range of 61% to 100% over the
      period from 2004 to 2009.




Independent
      industry analysts also expect the consumer VoIP market to experience significant
      growth abroad. Based on these analyst reports, we believe that the worldwide
      VoIP market may grow from an estimated 9.4 million subscribers at the end
      of 2004 to 74.1 million by the end of 2009, representing a 51.0% compound
      annual growth rate.  Europe
      and Asia in particular represent large and growing markets. We estimate that
      there were 1.1 million VoIP subscribers in Europe at the end of 2004 and
      project that there will be 12.6 million at the end of 2009, representing a
      62.2% compound annual growth rate. We estimate that there were 7.1 million
      VoIP subscribers in Asia at the end of 2004 and project that there will be
      24.1 million by the end of 2009, representing a 27.8% compound annual
      growth rate.




Analysts
      have also emphasized that the VoIP industry will need to move away from
      marketing VoIP on the basis of its low price, and instead begin to distinguish
      VoIP from traditional telephone service on the basis of innovative features,
      in
      order to combat price erosion and maintain healthy revenues in the industry.
      This will be especially important as the regulation governing VoIP becomes
      more
      developed, since increasing regulation may impose additional operating costs
      and
      taxes on VoIP providers that may increase their costs of doing business and,
      ultimately, reduce their ability to undercut the pricing of traditional
      telephone services. This has occurred in the past.




**Marketing**





Pricing—We
      differentiate
      InterLink Global from our competitors as much as possible with our favorable
      rates in the Latin American market. We compete on the basis of our feature
      set,
      packaging premium features—such as those found in our enterprise packages—in a
      manner that is attractive to less price sensitive customers. We encourage
      customers to sign up for plans, such as our Latin American calling plan, which
      reduce our revenue volatility and our customers’ focus on per minute
      charges.




Nevertheless,
      we recognize that telecommunications, most notably at the lower end, is a
      commodity subject to intense competition—particularly in the US. We compete at
      the lower end of the market. Specifically, we will continue to strive to have
      the lowest retail cost per minute for calling to the largest cities in Latin
      America. We believe this generates a perception among our less price sensitive
      customers that InterLink Global offers
      a
      solid value at a competitive price. This, in turn, creates significant brand
      loyalty and reduces customer turnover. Because InterLink Global has one of
      the
      lowest cost structures in the industry, we believe that we can compete even
      at
      the low end of the market without significant erosion of our
      margins.


-5-




**Promotional
      Strategy**






Our
      promotional strategies are based on cost/benefit efficiency. As an example,
      in
      our targeted Spanish and Portuguese speaking retail market, we will, as much
      as
      possible, utilize our wholesale customers to co-brand our product offerings
      in a
      way that will build InterLink brand awareness in markets where these wholesale
      customers operate. This will leave the majority of the cost to obtain new
      customers with our wholesale customer.




We
      will
      shift some of our promotional costs to multilevel marketing partners. And we
      expect significant word-of-mouth advertising through our refer-a-friend bonus
      program.




We
      will
      provide free connection devices (ATA’s or IP phones) when the retail customer
      signs a minimum one year contract. While we are exploring the possibility of
      having these units sold via a leasing company with the individual customer
      contracts (and credit cards) as the security.




**Channel
      Strategy**




InterLink
      will utilize a diversified channel approach which will allow for the greatest
      penetration and customer growth within the shortest time period while upholding
      our conservative spending approach.




We
      will
      distribute our software through strategic relationships with leading Internet
      and computer hardware and software companies. Our goal is to have our software
      bundled with our partners' products and services and distributed domestically
      and internationally.




We
      will
      enter into various agreements with focused web sites to promote our
      products/services, by hosting InterLink referral links on their web sites.
      We
      will either pay per sign up (once the customer has completed a 60 day
      subscription period), or provide a percentage of the reoccurring revenue for
      a
      period of one year (when the subscriber signs a minimum one year
      contract).




We
      will
      utilize multilevel marketing as well as master agents (wholesale customers)
      to
      address the retail market. We also believe that there is a substantial upside
      by
      using eBay as a sales outlet (either directly, through multilevel marketing
      and/or through master agents). These combinations can allow us to build a
      substantial retail base without having the cost associated with building a
      large
      in house sales team.




As
      larger
      potential customers will require direct contact as well as some specialization,
      and special pricing, InterLink will utilize direct sales when approaching other
      operators such as the smaller CATV operators, large corporations (banks,
      manufacturing companies, etc.), universities, and/or developing nation’s
      telephone companies.




**Advertising
      Strategy**




We
      will
      advertise our services through online and Internet-based advertising venues
      and
      traditional print advertising in domestic and international publications. We
      will target any advertising at specific groups versus shotgun advertising.
      We
      will also make extensive use of press releases and companies that specialize
      in
      disseminating press releases to the public.




We
      will
      supplement all of these promotional efforts with culture-specific and/or
      geography-specific print advertising, web advertising, carrier trade show
      appearances, and, to the extent we see a payoff, radio
      advertising.


-6-




**Sales**




Our
      direct sales force targets enterprise accounts, such as Fortune 1000 and
      multinational companies, and wholesale accounts, such as cable operators. We
      employ six people in our sales department.




Our
      indirect sales team consists of an inhouse sales group which oversees: our
      registered sales agents; our reseller marketing program; and our Refer-a-Friend
      program. We have approximately three commissioned sales agents who emphasize
      both the wholesale and retail trade.




For
      the
      2005 fiscal year, sales from our three largest customers, Dal Almashare General
      Trading Co., Fast Calling Co., and Global Phone Telecom Services Co., comprised
      72.4% of our total revenue.




**Supply
      Chain Partners**





Our
      most
      significant variable cost on a per subscriber basis is the customer premises
      equipment, the ATA device. Regardless of whether the cost is paid directly
      by
      the customer (which raises the cost to the customer of switching telephone
      services) or subsidized by InterLink (which raises our customer acquisition
      costs), it is in our best interest to seek the lowest possible cost for these
      ATA devices. Fortunately, these devices are becoming commodities as their core
      technology (in a semiconductor + software package) is widely licensed by TI
      and
      Netergy to Asian chipset suppliers. Initially, we contracted with SignalC for
      an
      ATA device that was functionally similar to those offered by Motorola and Cisco
      but which cost 30% less. We are now in negotiations with another Asian company
      for a more advanced version with a smaller form factor. Long-term, as our
      subscriber base increases, we may contract directly with a manufacturer to
      take
      advantage of volume discounts without paying a markup for branding or
      distribution. During the 2005 fiscal year, expenses to our three largest
      suppliers, Dal Almashare General Trading Co., Fast Calling Co., and Global
      Phone
      Telecom Services Co., comprised 74.3% of our total cost
      of goods.




**Competition**





We
      compete on the basis of our experience, network quality, customer service,
      range
      of services offered and price. Our competitors fall into three broad
      categories:





·
            public
                telecommunication operators (“PTO(s)”) in each country where we operate;





·
            other
                companies that operate competing satellite and terrestrial data
                transmission businesses, including newer entrants from more developed
                telecommunications markets outside of Latin America;





·
            large
                international telecommunications
                carriers;





In
      the
      first category are the PTOs, which in the recent past began to extend their
      focus beyond local and long-distance telephony services, dedicating resources
      towards the private telecommunications network systems segment of the
      telecommunications market targeting the type of customer that represents our
      most important target market. PTOs generally have significant competitive
      advantages, including (i) close ties with national regulatory authorities,
      (ii)
      control over connections to local telephone lines (iii) the ability to subsidize
      competitive services with revenues generated from other services they provide
      on
      a monopoly or duopoly basis, and (iv) a reluctance of regulators to adopt
      policies and grant regulatory approvals that will result in increased
      competition. We believe that by maintaining our position as a reliable, high
      quality provider of telecommunications services, while strengthening the quality
      of our network and the breadth of service offerings through our Microwave Radio
      Network in Venezuela, we will be able to maintain our current customers and
      successfully attract new customers.





In
      the
      second category, our competitors include data transmission providers. We believe
      that we are able to compete successfully in data transmission services because
      we offer a broad array of services, provide high quality, custom-designed
      services that are tailored to meet the specific needs of each customer and
      have
      a greater geographical footprint for our Broadband Network than our current
      competitors among these providers.





In
      the
      third category, major telecommunications carriers, including PTOs, have entered,
      or indicated their intention to enter, the Latin American telecommunications
      market as deregulation in Latin America and elsewhere opens new market
      opportunities. Increasing competition may significantly affect our pricing
      policies. In particular, PTOs, including Telefonica S.A.have expanded their
      regional presence through acquisitions of smaller competitors in specific
      countries. We cannot assure you that any future competition arising from major
      telecommunications carriers will not adversely affect our financial condition
      or
      results of operations.


-7-





Our
      principal competitors include:





·
            Telefonica
                S.A., which, through its affiliates, provides fixed line and cellular
                telecommunications services, data transmission services and audiovisual
                content and media services in Spain, Latin America and other regions.





·
            Telecom
                Italia SpA, a global telecommunications provider, which operates
                through
                affiliates in Latin America principally in the field of mobile telephony,
                fixed-network, Internet, data transmission, telex and telegraphy
                services
                in Latin America with publicly-announced goals of developing a
                continent-wide GSM network in South America.





·
            IBM,
                EDS and other local system
                integrators.





·
            Virtual
                operators address the market on a national or global basis. They
                can
                leverage their reach to achieve economies of scale better than any
                other
                competitor. Virtual operators also offer unique value for mobile
                customers. Leading virtual operators include Vonage, Net2Phone, and
                Packet8.





We
      believe that our ability to offer new and emerging voice and data transmission
      technologies, which have not been widely available in Latin America, such as
      wireless-based systems dedicated to data and voice distribution services,
      provides us with a competitive advantage. We cannot assure you that this
      advantage will be maintained in the future.





Rates
      are
      not regulated in our countries of operation, and the prices for our services
      are
      strongly influenced by market forces. Increasing competition will result in
      increased pricing pressure. We now face and expect to continue to face declining
      prices and may experience margin pressure as the PTOs in the countries where
      we
      have operations modernize their facilities, adapt to a competitive marketplace
      and begin to emphasize data telecommunications. In addition, we expect
      competition from other companies entering the Latin American telecommunications
      market. We expect these price declines will accelerate.





The
      principal barriers to entry for prospective providers of private
      telecommunications network services such as ours are understanding of customer
      needs, technological commercial experience, experience with the complex
      regulatory environments in Latin America and the Caribbean, infrastructure
      to
      provide quality services to meet those needs, and working capital.





**INTELLECTUAL
      PROPERTY**





We
      have
      filed for federal trademarks in order to protect our brand names in the United
      States. We have applied for federal trademark registration for the clauses
“Net
      Talk” (Trademark Serial No.:78772555, filed on December 15, 2005) and
“Connecting The World” (Trademark Serial No.: 78783778, filed on January 3,
      2006). We have no assurance that these trademarks will be granted.




In
      addition, we have registered the following Internet domain names:





Nettalkasia.com


Nettalkbiz.com


nettalkbusiness.com


Nettalkcanada.com


nettalkeurope.com


nettalkfree.com


nettalkglobal.com


nettalkhome.com


nettalkiptv.com


nettalkla.com


nettalkmexico.com


nettalktelecom.com


nettalkuk.com


nettalkusa.com


nettalkwifi.com


nettalkwimax.com


-8-





Our
      software for the NetTalk VOIP/Video phone utilizes code and algorithms developed
      by us or for us on a work for hire basis. We consider this software as
      copyrightable material, trade secrets and other proprietary material. We
      currently are having attorneys and patent searches carried out to ascertain
      the
      exact extent to which we can seek patent protection for this
      software.





Litigation
      may be required to enforce our intellectual property rights, protect our trade
      secrets or determine the validity and scope of proprietary rights of others.
      Any
      action we take to protect our intellectual property rights could be costly
      and
      could absorb significant management time and attention. In addition, as a result
      of any such litigation, we could lose any proprietary rights we have. If any
      of
      the foregoing occurs, we may be unable to execute on our business plan and
      you
      could lose your investment.





**GOVERNMENT
      REGULATION**





*Domestic
      Service.* We
      are
      regulated by the national telecommunications authorities of the countries where
      we operate, and our operations require us to procure permits and licenses from
      these authorities. While we believe that we have received all required
      authorizations from regulatory authorities for us to offer our services in
      the
      countries in which we operate, the conditions governing our service offerings
      may be altered by future legislation or regulation that could affect our
      business and operations.





*Cross-Border
      Service.* We
      provide integrated data, voice and video transmission between and among several
      Latin American and Caribbean countries and the United States. International
      private line services are traditionally provided by local carriers in each
      country acting as correspondents and establishing dedicated telecommunications
      links between their facilities.





In
      countries where we do not maintain customer premises equipment or where we
      are
      not authorized to operate in that fashion, our service uses our facilities
      in
      the originating country to connect with a correspondent local carrier in the
      destination country or vice-versa. To date, we have signed correspondent
      agreements with carriers in several Latin American and Caribbean countries.





*911
      service.* We were
      required to provide this service to United States customers and as such have
      implemented E911 in the US and Canada. We do not currently charge for this
      service, but we may do so at a future date, depending on market trends. We
      are
      not aware of any similar regulation in the other countries where we operate.
      However, regulations could be added and if we were required to provide 911-
      like
      services in these countries we cannot predict the cost of providing such
      services in other countries.





*State
      Regulatory Issues.* In
      the
      United States, the Federal Communications Commission has yet to supersede state
      law with regard to broadband telephony providers and is not expected to rule
      for
      several more months. Consequently, each state remains free to regulate VoIP
      communications. Pennsylvania, Florida, and Colorado’s state public utility
      commissioners have voted to not impose regulations on VoIP services. About
      20
      other states, including California and New York, are still considering what
      position to take on jurisdiction and regulation.




*Universal
      Service**.*We
      believe that InterLink contributes to the Universal Service Fund (“USF”) as an
      end-user of telecommunications services. We are awaiting a determination by
      the
      FCC as to any alternative funding mandate. We anticipate both USF and access
      charge reform in the coming years as the FCC determines how to regulate
      broadband telephony services. We will conform to any requirements imposed upon
      broadband telephony providers.




*Communications
      Assistance for Law Enforcement Act Compliance* *.* The
      Communications Assistance for Law Enforcement Act (“CALEA”), enacted in 1994,
      required telecommunications companies to rewire their networks so police could
      have access for wiretaps and other surveillance measures. However, CALEA
      specifically exempted "persons or entities insofar as they are engaged in
      providing information services." The Justice Department recently filed a FCC
      petition that Internet broadband and online telephone providers should be
      treated the same as traditional telephone companies. As a result of this
      petition, the FCC on adopted, on May 3, 2006 a *Second
      Report and Order and Memorandum Opinion and Order* ( *Order* )
      that
      addresses several issues regarding implementation of the Communications
      Assistance for Law Enforcement Act (CALEA), enacted in 1994.  The primary
      goal of the *Order* is to
      ensure that law enforcement agencies (LEAs) have all of the resources that
      CALEA
      authorizes to combat crime and support security, particularly with regard to
      facilities-based broadband Internet access providers and interconnected voice
      over Internet protocol (VOIP) providers.  The *Order* attempts
      to balance the needs of law enforcement with the competing aims of encouraging
      the development of new communications services and technologies and protecting
      customer privacy. The *First
      Report and Order* in this
      proceeding concluded that facilities-based broadband Internet access and
      interconnected VOIP providers were covered by CALEA. This second *Order* addresses remaining issues raised in this proceeding and provides certainty
      that
      will help achieve CALEA compliance, particularly for packet-mode technologies.
      This order states as follows:




-9-




·
            First,
                the*Order*affirms that the CALEA compliance deadline for facilities-based broadband
                Internet access and interconnected VoIP services will be May 14,
                2007, as
                established by the*First
                Report and Order*in
                this proceeding.  The*Order*concludes that this deadline gives providers of these services sufficient
                time to develop compliance solutions, and notes that standards
                developments for these services are already well underway.





·
            Second,
                the*Order*clarifies that this May 14, 2007 compliance date will apply to all
                facilities-based broadband Internet access and interconnected VoIP
                providers.  Applying the same compliance date to all providers will
                eliminate any possible confusion about the applicability of the deadline,
                avoid any skewing effect on competition, and prevent migration of
                criminal
                activity onto networks with delayed compliance dates.





·
            Third,
                the*Order*explains that, absent the filing of a petition that assistance capability
                standards are deficient, it would be premature for the Commission
                to
                intervene in the ongoing process by which telecommunications
                standards-setting bodies, acting in concert with LEAs and other interested
                persons, are developing assistance capability
                standards.




·
            Fourth,
                the*Order*permits telecommunications carriers the option of using Trusted Third
                Parties (TTPs) to assist in meeting their CALEA obligations and providing
                LEAs the electronic surveillance information those agencies require
                in an
                acceptable format.  The record indicates that TTPs are available to
                provide a variety of services for CALEA compliance to carriers, including
                processing requests for intercepts, conducting electronic surveillance,
                and delivering relevant information to LEAs.  The*Order*makes clear that, if a carrier chooses to use a TTP, the carrier
                remains
                responsible for ensuring the timely delivery of call-identifying
                information and call content information to a LEA and for protecting
                subscriber privacy, as required by
                CALEA.




·
            Fifth,
                the*Order*restricts the availability of compliance extensions under CALEA section
                107(c) to equipment, facilities and services deployed prior to October
                25,
                1998 and clarifies
                the role and scope of CALEA section 109(b), under which carriers
                may be
                reimbursed for their CALEA compliance costs.  More specifically, the*Order*find
                that sections 107(c) and 109(b) of CALEA provide only limited relief
                from
                compliance requirements.





·
            Sixth,
                the*Order*finds
                that the
                Commission may, in addition to law enforcement remedies available
                through
                the courts, take separate enforcement action under section 229(a)
                of the
                Communications Act against carriers that fail to comply with
                CALEA.





·
            Seventh,
                the*Order*concludes that carriers are responsible for CALEA development and
                implementation costs for post-January 1, 1995 equipment and facilities,
                and declines to adopt a national surcharge to recover CALEA costs. 
                The*Order*finds that it would not serve the public interest to implement a
                national
                surcharge because such a mechanism would increase the administrative
                burden placed upon the carriers and provide little incentive for
                them to
                minimize their costs.





·
            Finally,
                the*Order*requires all carriers providing facilities-based broadband Internet
                access
                and interconnected VoIP service to submit interim reports to the
                Commission to ensure that they will be CALEA-compliant by May 14,
                2007,
                and also requires all facilities-based broadband Internet access
                and
                interconnected VoIP providers to whom CALEA obligations were applied
                in
                the*First
                Report and Order*to
                come into compliance with the system security requirements in the
                Commission’s rules within 90 days of the effective date of this
                Order.


-10-




InterLink
      Global Corp. has long expected the final ruling to be along the lines that
      this
      final order presented. With this in mind, we opted not to use a Trusted Third
      Party(TTP), as it ultimately does not relieve InterLink Global Corp. of the
      responsibility in providing the information and or intercepts, specified, in
      a
      timely manner. Therefore, we have chosen to implement a store and forward
      solution that will first, redirect the desired conversation first to a reserved,
      secure, server in order to store a copy of the conversation data. This data,
      will then automatically be forwarded to the proper authority authorized to
      have
      the data. This solution will be implemented and tested well before the May
      14,
      2007 deadline.




**RESEARCH
      AND DEVELOPMENT**





We
      have
      expended approximately $39,000 on research and development
      in calendar year 2005. All expenditures incurred in the development of our
      products were for employee costs allocable to research and development. No
      amounts were expended in calendar year 2004.





**EMPLOYEES**





We
      have
      29 employees all of whom work on a full time basis. As of July 31, 2006, our
      Venezuelan subsidiary, NGTV, has 44 full-time employees and 61 part-time
      employees. None of our employees is represented by a collective bargaining
      agreement, and we have never experienced any work stoppage. We consider our
      relationships with our employees to be good.





**FACTORS
      WHICH COULD AFFECT OUR OPERATING RESULTS**





Our
      business could be harmed by any of these risks. The trading price of our common
      stock could decline due to any of these risks, and you may lose all or part
      of
      your investment. In assessing these risks, you should also refer to the other
      information contained in this Annual Report on Form 10-KSB, including our
      financial statements and related notes.





**RISKS
      RELATED TO OUR BUSINESS**





**Risks
      Related to Our Business**





***Economic
      and political conditions in Latin America pose numerous risks to our operations***





We
      expect
      that a large part of our revenues will be derived from operations in Latin
      America, where we have significant operations. Some of those countries have
      experienced political and economic instability in recent years. Moreover, as
      events in the Latin American region have demonstrated, negative economic or
      political developments in one country in the region can lead to or exacerbate
      economic or political crises elsewhere in the region. Furthermore, events in
      recent years in other developing markets have placed pressures on the stability
      of the currencies of a number of countries in Latin America, including
      Argentina, Brazil, Colombia and Venezuela. While certain areas in the Latin
      American region have experienced economic growth, this recovery remains fragile.
      Pressures on the local currencies in the countries in which we operate may
      have
      an adverse effect on many of our customers, which, in turn, could adversely
      affect us. Volatility in regional currencies and capital markets may also have
      an adverse effect on our ability and that of our customers to gain access to
      international capital markets for necessary financing and refinancing. A lack
      of
      international capital sources for emerging market borrowers could have a
      material adverse effect on us and many of our customers.




***Political
      and economic conditions in Venezuela may have an adverse impact on our
      operations***





After
      over four years of civil unrest in Venezuela, and removal and reinstatement
      of
      that country’s head of state, President Hugo Chavez, a referendum calling for
      recall of Mr. Chavez from office was voted on in August 2004. Over 59% of those
      voting in the referendum voted to retain President Chavez for the remainder
      of
      his term ending in December 2006.





Further,
      Petróleos de Venezuela S.A., Venezuela’s oil refinery, has announced that it
      will limit sales of petroleum to amounts sufficient to cover its operational
      costs, which could lead to reduced reserves of the Central Bank, and loss of
      the
      benefit of the income generated by the oil sectors. This can have adverse
      consequences that must be considered as we continue our operations in Venezuela.





In
      addition, the Venezuelan government imposed foreign exchange and price controls,
      which commenced in February 2003, making it difficult for our customers in
      Venezuela to obtain the U.S. dollars needed to make payments due to us in U.S.
      dollars on a timely basis. These foreign exchange controls also limit our
      ability to convert local currency into U.S. dollars and transfer funds out
      of
      Venezuela. The Venezuelan Government, through an agency called CADIVI, controls
      the flow of currency out of Venezuela. Requests for payments abroad for imports,
      services, financial debt or capital repatriations must be submitted to CADIVI,
      which approves the applications on a case-by-case basis, depending on the
      circumstances, causing long delays in the payments. In particular, CADIVI has
      been reluctant and cautious to authorize payments for services such as satellite
      capacity and software licensing, which, if this continues, could limit our
      ability to obtain the supplies required by our operation because of inability
      to
      make payment in a timely manner. Moreover, after a number of devaluations,
      the *bolivar* is set
      at a fixed exchange rate against the U.S. dollars of Bs. 2,150 = $1.00, which
      was in effect at December 31, 2004 and December 31, 2005.


-11-





Continuation
      or worsening of the political and economic conditions in Venezuela could
      materially and adversely impact our future business, operations, financial
      condition and results of operations




***Our
      earnings will deteriorate if we cannot collect on our customer accounts***





As
      our
      business increases with small and medium customers and in relation to any
      economic contractions in our principal countries of operation, we may experience
      an increase in uncollectible accounts receivable. Difficulties in collecting
      amounts due from our customers could have a material adverse effect on our
      business, results of operations and financial condition.





***We
      face numerous risks that could adversely affect our Microwave Network***




Our
      operation of the microwave network, which may include the expansion into new
      services for our business customers, could involve any one or more of the
      following:





·
            regulatory
                risks, including obtaining the appropriate licenses;





·
            capital
                expenditures; and





·
            competition
                from large, well-financed international telecommunications
                carriers.





***Our
      ability to obtain new capital that we might require in the future to remain
      technologically competitive may be negatively affected by many factors beyond
      our control***





Our
      future capital requirements will depend upon many factors, including:




·
            the
                cost, timing and extent of upgrading or maintaining our networks
                and
                services;





·
            our
                enhancement and development of services, directly or through our
                subsidiaries;





·
            our
                ability to react to developments in the industry, including regulatory
                changes;





·
            the
                need to enter into market segments with higher volumes but lower
                margins;





·
            the
                status of competing services; and





·
            our
                results of operations.





***Further
      development of the microwave network will require additional resources that
      we
      may not have***





We
      may
      need to adapt the microwave network to respond to:





·
            requests
                by our customers for greater coverage or more capacity of our microwave
                network beyond its existing footprint;





·
            changes
                in our customers’ service requirements; and





·
            technological
                advances by our competitors.





We
      may
      require additional financial, operational and managerial resources to expand
      or
      adapt the microwave network to accommodate new services and technologies. If
      we
      are unable to expand or adapt the microwave network to respond to these
      developments on a timely basis, and at a commercially reasonable cost, our
      business may be materially adversely affected.





***Our
      failure to acquire, integrate and operate new technologies could harm our
      competitive position***





The
      telecommunications industry is characterized by rapid and significant
      technological advancements and the introduction of new products and services.
      We
      do not possess significant intellectual property rights with respect to the
      technologies we use and are dependent on third parties for the development
      of
      and access to new technology. In addition, we generally own the customer
      premises equipment used to provide our services and we own the Radio networks,
      including switching equipment, that constitute the Broadband Network. Therefore,
      technological changes that render our equipment and the microwave network out
      of
      date, less efficient or more expensive to operate than newer equipment could
      require us to incur substantial increases in capital expenditures to upgrade
      or
      replace such equipment.


-12-





We
      cannot
      predict the effect of technological changes, such as changes relating to
      emerging wireline and wireless transmission technologies and the use of the
      Internet for traditional voice, data or other broadband services, on our
      business. In addition, it is impossible for us to predict with any certainty
      which emergent technology relevant to our business will prove to be the most
      economic, efficient or capable of attracting new customers. A reduction in
      the
      demand for data transmission services or a failure by us to obtain and adapt
      to
      new technology in our markets could have a material adverse effect on our
      ability to compete successfully.





***We
      face significant competition in Latin America***





The
      telecommunications industry in Latin America is highly competitive and is
      generally characterized by low barriers to entry. We expect that competition
      in
      the industry will maintain its intensity. We compete on the basis of our
      experience, quality, customer service, range of services offered and price.





We
      have
      experienced pricing pressure for some of our services, and we expect to continue
      to face pricing pressure. We may experience declining operating profit margins
      as the PTOs in the countries in which we operate become more competitive and
      place greater emphasis on data telecommunications.





***International
      telecommunications carriers have greater resources than we do***





We
      also
      compete with operators of satellite data transmission networks and terrestrial
      telecommunications links and face actual or potential competition from large
      international telecommunications carriers and from other industry participants.
      International telecommunications carriers, whose principal focus has
      traditionally been long distance telephony services, may increasingly focus
      on
      the private telecommunications network systems segment of the telecommunications
      market as deregulation continues. Many of these potential competitors have
      substantially greater financial and other resources than we do. In addition,
      consolidation of telecommunications companies and the formation of strategic
      alliances within the telecommunications industry could give rise to significant
      new competitors.





***We
      face regulatory risks and uncertainty with respect to local laws and regulations***





Our
      business is dependent upon the procurement and maintenance of licenses to
      provide various telecommunications network services in the countries in which
      we
      operate. We believe that we have all licenses required for the conduct of our
      current operations. We expect that those licenses that are subject to expiration
      will be renewed in due course upon our application to the appropriate
      authorities. Due to the political and economic risks associated with the
      countries in which we operate, we cannot assure you that we will be able to
      maintain our licenses or that they will be renewed upon their expiration. The
      loss, or substantial limitation upon the terms, of our licenses could have
      a
      material adverse effect on our results of operations. We cannot assure you
      that
      we will succeed in obtaining all requisite regulatory approvals to operate
      in
      those countries in which we may desire to do business.





Local
      laws and regulations differ significantly among the jurisdictions in which
      we
      operate and in which we may operate in the future. The interpretation and
      enforcement of these laws and regulations vary and are often based on the
      informal views of the local ministries which, in some cases, might be subject
      to
      influence by the PTOs. The conditions governing our service offerings may be
      altered by future legislation or regulation. In some of our principal existing
      and target markets, laws and regulations prohibit or limit our provision of
      certain telecommunications services.





In
      countries where we do not maintain customer premises equipment or where we
      are
      not authorized to operate in that fashion, our service uses our facilities
      in
      the originating country to connect with a correspondent local carrier in the
      destination country or vice-versa. To date, we have signed correspondent
      agreements with carriers in several Latin American and Caribbean countries.
      We
      have no long-term arrangement with respect to these correspondent agreements
      and
      they may be subject to cancellation.


-13-


***We
      may need to improve the footprint of our metropolitan area networks***





We
      operate metropolitan area networks in Venezuela and Ecuador. In those countries,
      the coverage footprints of our metropolitan area networks are generally smaller
      than those of the dominant PTO or incumbent carriers. Accordingly, in order
      to
      maintain or improve our competitive position in those markets, we may be
      required to incur capital expenditures to expand the footprints of our
      metropolitan area networks in future periods. We cannot assure you that we
      will
      have the capital resources necessary to make an investment in any such expansion
      of our metropolitan area networks.





***Customers
      may not accept our product as an alternative to their existing telephony
      services.***




We
      cannot
      be sure that our services will deliver sufficient reliability, quality, and
      an
      attractive service package at a price point to the extent necessary to serve
      a
      large customer base.




***Our
      success depends on our ability to handle a large number of simultaneous calls,
      which our systems may not be able to accommodate.***




We
      expect
      the volume of simultaneous calls to increase significantly as we expand our
      operations. Our network hardware and software may not be able to accommodate
      this additional volume.




***Because
      we are unable to accurately predict the volume of usage and our capacity
      needs, we may be forced to enter into disadvantageous contracts that would
      reduce our operating margins.***




To
      the
      extent that we overestimate our call volume, we may be obligated to pay for
      more
      transmission capacity than we actually use, resulting in costs without
      corresponding revenue. Conversely, if we underestimate our capacity needs,
      we
      may be required to obtain additional transmission capacity through more
      expensive means or such capacity may not be available.




***Any
      damage to or failure of our systems or operations could result in reductions
      in,
      or terminations of, our services.*** **




Our
      success depends on our ability to provide efficient and uninterrupted, high
      quality services. Our systems and operations are vulnerable to damage or
      interruption from natural disasters, power loss, physical or electronic
      break-ins, sabotage, computer viruses, software and hardware defects, acts
      of
      terrorism, and similar events that may or may not be beyond our control.




***Litigation
      may be necessary in the future to enforce our intellectual property rights,
      to
      determine the validity and scope of the proprietary rights of others, or to
      defend against claims of infringement or invalidity.*** **




Such
      litigation could result in substantial costs and diversion of management time
      and resources and could have a material adverse effect on our business,
      financial condition, and operating results. Any settlement or adverse
      determination in such litigation would also subject us to significant liability.




***As
      a company in the early stage of development with an unproven business strategy,
      our limited history of operations makes evaluation of our business and prospects
      difficult.***





Our
      business prospects are difficult to predict because of our limited operating
      history, early stage of development and unproven business strategy. We may
      not
      attain profitable operations and our management may not succeed in realizing
      our
      business objectives.





***We
      have a deficiency in assets of $521,939 as of December 31, 2005 and have
      received an opinion from our independent registered public accounting firm
      regarding our ability to continue as a going concern, and we may never achieve
      profitability*** *.*





Through
      December 31, 2005, the Company was a development stage enterprise; we commenced
      operations during the latter part of the third quarter of the year. We incurred
      a significant net loss of approximately $1.6 million in 2005. This loss has
      resulted principally from expenses incurred for general and administrative
      expenses and payroll. To date, we have not yet generated significant recurring
      gross profit. Our limited 2005 gross profit has not been, and will not continue
      to be, sufficient to sustain our operations. We expect that our revenues will
      not be sufficient to sustain our operations for the foreseeable future,
      notwithstanding any anticipated revenues we may receive when our products are
      introduced to the market, due to the significant costs associated with the
      development and marketing of our products. No assurances can be given when
      we
      will ever be profitable.


-14-





Our
      independent registered public accounting firm has added an explanatory paragraph
      to their report issued in connection with the financial statements for each
      of
      the years ended December 31, 2005 and 2004, relative to the substantial doubt
      about our ability to continue as a going concern. Our ability to obtain
      additional funding will determine our ability to continue as a going concern.
      Our financial statements do not include any adjustments that might result from
      the outcome of this uncertainty.





***We
      require additional financing to sustain our operations and without it we may
      not
      be able to continue operations.***





At
      December 31, 2005, we had cash on hand of $1,444,709 and negative cash flow
      from
      operations of $1,037,399. We will need additional funds to continue our
      operations, and such additional funds may not be available when required. Our
      inability to raise additional working capital at all or to raise it in a timely
      manner would negatively impact our ability to fund our operations, to generate
      revenues, and to otherwise execute our business plan, leading to the reduction
      or suspension of our operations and ultimately our going out of business. We
      have no committed sources of additional capital. For the foreseeable future,
      we
      intend to fund our operations and capital expenditures from limited cash flow
      from operations, our cash on hand and equity and debt financings. If our capital
      resources are insufficient, we will have to raise additional funds. We may
      need
      additional funds to continue our operations, pursue business opportunities
      (such
      as expansion, acquisitions of complementary businesses or the development of
      new
      products or services), to react to unforeseen difficulties or to respond to
      competitive pressures. We cannot assure you that any financing arrangements
      will
      be available in amounts or on terms acceptable to us, if at all. If additional
      financing is not available when required or is not available on acceptable
      terms, we may be unable to fund our expansion, successfully promote our current
      products, license new products or enhance our products and services, take
      advantage of business opportunities, or respond to competitive pressures, any
      of
      which could have a material adverse effect on our business and the value of
      your
      shares. If we choose to raise additional funds through the issuance of equity
      securities, you may experience significant dilution of your ownership interest,
      and holders of the additional equity securities may have rights senior to those
      of the holders of our common stock. If we obtain additional financing by issuing
      debt securities, the terms of these securities could restrict or prevent us
      from
      paying dividends and could limit our flexibility in making business
      decisions.





***We
      depend on key personnel in a competitive market for skilled employees, and
      failure to retain and attract qualified personnel could substantially harm
      our
      business.***





We
      rely
      to a substantial extent on the management, marketing and product development
      skills of our key employees, particularly Anastasios Kyriakides, our co-founder
      and chief executive officer, to formulate and implement our business plan.
      Our
      success depends to a significant extent upon our ability to retain and attract
      key personnel. Competition for employees can be intense in our industry and
      the
      process of locating key personnel with the right combination of skills is often
      lengthy. The loss of the services of our key personnel may significantly delay
      or prevent the achievement of our business goals and could have a material
      adverse effect on us.





***Our
      international sales are subject to the risks of doing business
      abroad***





Substantially
      all of our operations are located abroad. Foreign operations are subject to
      a
      number of risks, including:





-
            political
                and social unrest;


-
            changing
                economic conditions;


-
            currency
                exchange rate fluctuations;


-
            international
                political tension and terrorism;





-
            electrical
                shortages;


-
            transportation
                delays;


-
            loss
                or damage to products in transit;


-
            expropriation;


-
            nationalization;


-
            the
                imposition of tariffs and trade duties both international and
                domestically;


-
            import
                and export controls and other non-tariff barriers;


-
            exposure
                to different legal standards (particularly with respect to intellectual
                property);


-15-





-
            compliance
                with foreign laws; and


-
            changes
                in domestic and foreign governmental
                policies.





***Foreign
      currency fluctuations could adversely affect our
      profitability.***





We
      generally sell our products in U.S. dollars. However, there are some portions
      of
      our business, in particular, our Venezuelan operations, that do get charged
      in
      local currency. In these cases, we try (but are not always successful) to
      include currency adjustment clauses. To the extent that we can not compensate
      by
      law or market pressures, then these changes in currency exchange rates may
      also
      affect the relative prices at which we and foreign competitors sell products
      in
      the same market. There can be no assurance that foreign currency fluctuations
      will not have a material adverse impact on our business, financial condition
      and
      results of operations.





**RISKS
      RELATED TO OWNERSHIP OF OUR SECURITIES**





***Since
      our shares are thinly traded and trading on the OTC bulletin board may be
      sporadic because it is not an exchange, you may have difficulty reselling your
      shares of our common stock.***





Our
      common stock is quoted on the OTC Bulletin Board and is thinly traded. In the
      past, our trading price has fluctuated as the result of many factors that may
      have little to do with our operations or business prospects. In addition, the
      OTC Bulletin Board is not an exchange and, because trading of the securities
      on
      the OTC Bulletin Board is often more sporadic than the trading of securities
      listed on an exchange or the NASDAQ Stock Market, you may have difficulty
      reselling any of our common shares.





***We
      do not anticipate paying any cash dividends in the foreseeable future, which
      may
      reduce your return on an investment in our common stock.***





We
      plan
      to use any of our earnings, to the extent we have earnings, to fund our
      operations. We do not plan to pay any cash dividends in the foreseeable future.
      We cannot guarantee that we will, at any time, generate sufficient surplus
      cash
      that would be available for distribution as a dividend to the holders of our
      common stock. Therefore, any return on your investment would derive from an
      increase in the price of our stock, which may or may not occur.





***Substantial
      future sales of our common stock in the public market may depress our stock
      price.***





As
      of
      July 31 , 2006, we
      have 24,813,885 shares of common stock outstanding. We are obligated to file
      a
      registration statement covering shares issued in a private placement as well
      as
      other shares and upon effectiveness of that pending registration statement
      approximately 13,000,000 shares will be freely tradable without restriction
      or
      further registration under the federal securities laws, subject in some cases
      to
      volume and other limitations.





If
      our
      stockholders sell substantial amounts of common stock in the public market,
      or
      the market perceives that such sales may occur, the market price of our common
      stock could fall. The sale of a large number of shares could impair our ability
      to raise needed capital by depressing the price at which we could sell our
      common stock.





***We
      are controlled by our principal stockholders, executive officers and directors,
      and as a result, the trading price for our shares may be depressed and these
      stockholders can take actions that may be adverse to your interests.***





Our
      founder, Anastasios Kyriakides, beneficially own approximately 25.9% of our
      common stock as of September 30, 2006. These stockholders, acting together,
      will
      have the ability to exert substantial influence over all matters requiring
      approval by our stockholders, including the election and removal of directors
      and any proposed merger, consolidation or sale of all or substantially all
      of
      our assets. In addition, they could dictate the management of our business
      and
      affairs. This concentration of ownership could have the affect of delaying,
      deferring or preventing a change in control, or impeding a merger or
      consolidation, takeover or other business combination that could be favorable
      to
      you. This significant concentration of share ownership may also adversely affect
      the trading price for our common stock because investors may perceive
      disadvantages in owning stock in companies with controlling stockholders.





***We
      are subject to the penny stock rules. These rules may adversely affect trading
      in our common stock****.*





Our
      common stock is a "low-priced" security under the "penny stock" rules
      promulgated under the Securities Exchange Act of 1934. In accordance with these
      rules, broker-dealers participating in transactions in low-priced securities
      must first deliver a risk disclosure document which describes the risks
      associated with such stocks, the broker-dealer's duties in selling the stock,
      the customer's rights and remedies and certain market and other information.
      Furthermore, the broker-dealer must make a suitability determination approving
      the customer for low-priced stock transactions based on the customer's financial
      situation, investment experience and objectives. Broker-dealers must also
      disclose these restrictions in writing to the customer, obtain specific written
      consent from the customer, and provide monthly account statements to the
      customer. The effect of these restrictions will probably decrease the
      willingness of broker-dealers to make a market in our common stock, decrease
      liquidity of our common stock and increase transaction costs for sales and
      purchases of our common stock as compared to other securities.


-16-





Stockholders
      should be aware that, according to Securities and Exchange Commission Release
      No. 34-29093, the market for penny stocks has suffered in recent years from
      patterns of fraud and abuse. Such patterns include (i) control of the market
      for
      the security by one or a few broker-dealers that are often related to the
      promoter or issuer; (ii) manipulation of prices through prearranged matching
      of
      purchases and sales and false and misleading press releases; (iii) boiler room
      practices involving high-pressure sales tactics and unrealistic price
      projections by inexperienced sales persons; (iv) excessive and undisclosed
      bid-ask differential and markups by selling broker-dealers; and (v) the
      wholesale dumping of the same securities by promoters and broker-dealers after
      prices have been manipulated to a desired level, along with the resulting
      inevitable collapse of those prices and with consequent investor losses. Our
      management is aware of the abuses that have occurred historically in the penny
      stock market. Although we do not expect to be in a position to dictate the
      behavior of the market or of broker-dealers who participate in the market,
      management will strive within the confines of practical limitations to prevent
      the described patterns from being established with respect to our securities.





**Item
      2.** ***Description
      of Property***





The
      Company leases its office facilities and a switch room and antenna pad space
      for
      its telecommunications equipment. The office is located at 1100 NW
      163 rd Drive,
      Miami, Florida 33169. The Company’s other office in Miami is at 6205 Blue Lagoon
      Drive, Suite 110. The leases are effective through May 31, 2008, and December
      31, 2007, respectively. Both facilities located in Miami are in satisfactory
      condition for the purposes required. Minimum annual rental payments, including
      sales tax and monthly electricity expense, aggregate $196,053. As of September
      30, 2006, the net book value of property, plant and equipment in Venezuela
      (transmission equipment, land and furniture and fixtures) approximated $7.21
      million.





NGTV,
      the
      Company’s wholly-owned subsidiary, leases a 4,120 square feet headquarters at
      Caracas, Venezuela. The lease is for two years and expires in September 2007
      for
      approximately $7,000 per month plus utilities. Each year the lease is adjusted
      according to inflation.




**Item
      3** . ***Legal
      Proceedings***




On
      August
      18, 2006, we filed a lawsuit against Assai, Inc. (“Assai”) and Mr. Siba Padhi,
      the owner, agent and principal of Assai, in connection with an agreement to
      acquire 100% of Assai’s voting common stock in August 2005. After we delivered
      the purchase price of $62,000 and 1.0 million shares of Company common stock
      (worth approximately $1.0 million) to Padhi, we discovered that Padhi had many
      several material misrepresentations and omissions of facts regarding the value
      of Assai. As a result, we have sued for rescission of the purchase agreement
      and
      the transactions contemplated therein. Our causes of action arise from alleged
      violations of Federal and Florida laws, common law rescission, fraud,
      constructive trust and unjust enrichment as a result of alleged fraudulent
      statements, acts and omissions by Mr. Padhi. The amount in controversy is
      approximately $115,000, exclusive of interest and costs.





On
      May 3,
      2006, Strategic Computer Solutions (“SCS”) filed an action in the state
      court of New York  in Onondaga County(Case No. NY
      0672208) against the Company alleging an outstanding unpaid balance for
      computer related equipment purportedly ordered by the Company. The Company
      believes the products were never received by an authorized employee of the
      Company. The amount in controversy is $116,695. The Company is vigorously
      contesting this claim and believes that SCS’ claim is without merit.





In
      addition, we are subject from time-to-time to litigation, claims and suits
      arising in the ordinary course of business. As of December 31, 2005, we
      were not a party to any material litigation, claim or suit whose outcome we
      believe have a material effect on our financial statements.


-17-





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




No
      matters were submitted to a vote of our stockholders during the fourth quarter
      of the fiscal year ended December 31, 2005.





**PART
      II**





**Item
      5.** ***Market
      for Common Equity and Related Stockholder Matters***





**Market
      Information**





Our
      common stock is traded on the Pink Sheets (“Pink Sheets”) under the symbol
“ILKG.OB.” The following table sets forth the range of high and low bid
      quotations for each of quarter of the last two fiscal years, adjusted to reflect
      the reverse split on a three to one basis such that each old share represent
      1/3
      of a new share effected in February, 2005. These quotations reflect inter-dealer
      prices, without retail mark-up, mark-down or commission and may not represent
      actual transactions. Prior to our reverse merger, our common shares were quoted
      on the Pink Sheets under the symbol “TDIH.”





**High**
            
            **Low*****Fiscal
                Year 2005****Third
                Quarter**
            
            $
            1.45
            
            $
            0.70Fourth
                Quarter
            
            $
            1.25
            
            $
            0.70***Fiscal
                Year 2006***First
                Quarter
            
            $
            3.04
            
            $
            1.25Second
                Quarter
            
            $
            2.85
            
            $
            1.25Third
                Quarter (through September 30, 2006)
            
            $
            1.95
            
            $
            0.85





*
      Trading
      in TDIH, our predecessor, was limited prior to September 30, 2005 and therefore
      has not been included.





**
      From
      September 30, 2005, the first trading date after completion of the
      merger.




On
      September 30, 2006, the closing price for our common stock on the OTCBB was
      $1.70 and there were approximately 183 holders of record of our common stock.





The
      transfer agent and registrar for our common stock is Fidelity Transfer
      Company.





**Dividends**




We
      have never declared or paid dividends on our common stock. We intend to retain
      earnings, if any, for the operation and expansion of our business, and therefore
      do not anticipate paying any cash dividends in the foreseeable future. Any
      future determination to pay cash dividends will be at the discretion of our
      board of directors, and will be dependent upon our financial condition, results
      of operations, capital requirements and other factors as our board may deem
      relevant at that time.





**Recent
      Sales of Unregistered Securities**




In
        February 2005, pursuant to the reverse merger between us when we were known
        as
“Infinity Worldwide, Inc.”, and InterLink Global Corporation, a Florida
        corporation (“InterLink Florida”), we issued 13,149,680 restricted shares of
        common stock to the shareholders of InterLink Florida. We relied upon Section
        4(2) of the Securities Act for the offer and sale. We believed that Section
        4(2)
        was available because the offer and sale did not involve a public offering
        and
        there was no general solicitation or general advertising involved in the
        offer
        or sale.
 
 During
        March and April 2005, we issued 305,037 shares of restricted common stock
        for
        cash, in a private placement, for total net proceeds (after related costs
        and
        expenses) of $532,250 and an agreement to pay an additional $600,000 for
        shares
        previously issued. In April 2005, we also issued 22,000 shares of restricted
        common stock for engineering related services. We relied upon Section 4(2)
        of
        the Securities Act for the offer and sale. We believed that Section 4(2)
        was
        available because the offer and sale did not involve a public offering and
        there
        was no general solicitation or general advertising involved in the offer
        or
        sale.
  In
        May
        2005, we issued 250,000 restricted shares of common stock pursuant to a
        consulting agreement for investor relations and other services to be rendered.
        We relied upon Section 4(2) of the Securities Act for the offer and sale.
        We
        believed that Section 4(2) was available because the offer and sale did not
        involve a public offering and there was no general solicitation or general
        advertising involved in the offer or sale.
 
 In
        May
        2005, we sold 50,000 restricted shares of common stock to an investor at
        $1.00
        per share. We relied upon Section 4(2) of the Securities Act for the offer
        and
        sale. We believed that Section 4(2) was available because the offer and sale
        did
        not involve a public offering and there was no general solicitation or general
        advertising involved in the offer or sale.
 
 In
        June
        2005, we issued 25,000 shares of restricted common stock pursuant to a
        consulting agreement for research reporting services. We also issued 75,000
        shares of restricted common stock pursuant to a consulting agreement for
        research reporting services. We also issued 10,000 shares of restricted common
        stock each to two separate consultants for engineering related services.
        We
        relied upon Section 4(2) of the Securities Act for the offer and sale. We
        believed that Section 4(2) was available because the offer and sale did not
        involve a public offering and there was no general solicitation or general
        advertising involved in the offer or sale.
 
 On
        June
        28, 2005 and July 7, 2005, we issued an aggregate of 1.2 million shares of
        our
        restricted stock to our Chief Executive Officer, Mr. Kyriakides, for his
        services as an officer. We relied upon Section 4(2) of the Securities Act
        for
        the offer and sale. We believed that Section 4(2) was available because the
        offer and sale did not involve a public offering and there was no general
        solicitation or general advertising involved in the offer or sale.
 
 On
        July
        7, 2005, we issued 3,669,000 shares of our restricted stock to PSN Investments,
        Inc., a corporation controlled by our Chief Executive Officer, Mr. Kyriakides,
        in consideration of a guaranty of our obligations under our lease. We relied
        upon Section 4(2) of the Securities Act for the offer and sale. We believed
        that
        Section 4(2) was available because the offer and sale did not involve a public
        offering and there was no general solicitation or general advertising involved
        in the offer or sale.
  In
        September 2005, we sold 267,000 shares of restricted common stock and 270,000
        warrants at an exercise price of $1.50 per share for $200,250 to one investor.
        We also sold 90,000 shares of restricted common stock and warrants to purchase
        90,000 shares to two investors at $0.75 per share for $67,500. We relied
        upon
        Section 4(2) of the Securities Act for the offer and sale. We believed that
        Section 4(2) was available because the offer and sale did not involve a public
        offering and there was no general solicitation or general advertising involved
        in the offer or sale.
  In
        September 2005, we sold 300,000 shares of restricted common stock for a
        contractual obligation for $300,000 to one investor. We relied upon Section
        4(2)
        of the Securities Act for the offer and sale. We believed that Section 4(2)
        was
        available because the offer and sale did not involve a public offering and
        there
        was no general solicitation or general advertising involved in the offer
        or
        sale.
 On
        October 28, 2005, we issued 250,000 shares of restricted common stock in
        connection with an acquisition of a company. We are in litigation with the
        recipients of these shares in connection with a rescission of the transaction.
        We relied upon Section 4(2) of the Securities Act for the offer and sale.
        We
        believed that Section 4(2) was available because the offer and sale did not
        involve a public offering and there was no general solicitation or general
        advertising involved in the offer or sale.
 
 As
        of
        December 31, 2005, the Company owed a total of $365,100 to one of its investor
        consultants. In 2006, we issued 430,000 restricted shares of common stock
        to
        such consultant as a partial settlement of this debt. We relied upon Section
        4(2) of the Securities Act for the offer and sale. We believed that Section
        4(2)
        was available because the offer and sale did not involve a public offering
        and
        there was no general solicitation or general advertising involved in the
        offer
        or sale.
 
 As
        of
        February 28, 2006, we sold an aggregate of 30,000 shares of restricted common
        stock and 30,000 warrants at an exercise price of $1.50 per share for $30,000
        to
        two investors. We relied upon Section 4(2) of the Securities Act for the
        offer
        and sale. We believed that Section 4(2) was available because the offer and
        sale
        did not involve a public offering and there was no general solicitation or
        general advertising involved in the offer or sale.
 
 On
        March
        15, 2006, we issued an option to purchase 2,000,000 shares of our common
        stock
        at $0.01 per share, in connection with our acquisition of NGTV. The option
        expires on December 31, 2009. On August 4, 2006, we issued 4,000,000 shares
        of
        restricted stock to the seller of NGTV as alternate consideration for certain
        obligations under the acquisition agreement. We believed that Section 4(2)
        was
        available because the offer and sale did not involve a public offering and
        there
        was no general solicitation or general advertising involved in the offer
        or
        sale.


-18-





**Item
      6.**  **Management’s Discussion and Analysis or Plan of Operation**





**FORWARD-LOOKING
      STATEMENTS**





This
      annual report contains forward-looking statements as that term is defined in
      the
      Private Securities Litigation Reform Act of 1995. These statements relate to
      future events or our future financial performance. In some cases, you can
      identify forward-looking statements by terminology such as "may", "will",
      "should", "expects", "plans", "anticipates", "believes", "estimates",
      "predicts", "potential" or "continue" or the negative of these terms or other
      comparable terminology. These statements are only predictions and involve known
      and unknown risks, uncertainties and other factors that may cause our or our
      industry's actual results, levels of activity, performance or achievements
      to be
      materially different from any future results, levels of activity, performance
      or
      achievements expressed or implied by these forward-looking statements. Factors
      that could cause actual results to differ materially from those expressed in
      any
      forward-looking statement made by us include, but are not limited to:





**•**
            our
                ability to finance our activities and maintain our financial liquidity;**•**
            our
                ability to enter into new agreements and to maintain and renew existing
                licensing agreements;**•**
            changes
                and advances in technology;**•**
            disruption
                in product shipment;**•**
            changes
                in government regulations that affect the telecommunications and
                Internet
                industries;**•**
            stability
                of foreign regimes, specifically Venezuela;**•**
            changes
                in our relationships with vendors and other resources; and**•**
            intensely
                competitive industry conditions.





Although
      we believe that the expectations reflected in the forward-looking statements
      are
      reasonable, we cannot guarantee future results, levels of activity, performance
      or achievements. Except as required by applicable law, including the securities
      laws of the United States, we do not intend to update any of the forward-looking
      statements to conform or reconcile such statements to actual
      results.





**OVERVIEW**





On
      January 12, 2005, Infinity Worldwide, Inc. effectuated a merger (“IGC Merger”)
      with Interlink Global Corp. ("IGC"), a Florida corporation, whereby the Company
      acquired 100% of the common stock of IGC. The share exchange, reorganization
      and
      merger allowed IGC to become a wholly-owned subsidiary of Infinity Worldwide,
      Inc., a publicly held shell company, without having to pursue the traditional
      registration process. From and after the closing of the reorganization and
      merger, our principal asset became, and continued to be, IGC. Simultaneously,
      we
      changed the state of incorporation to Nevada and the name of the holding
      company, Infinity Worldwide, Inc., was changed to Interlink Global Corporation.





In
      connection with the IGC merger, we implemented a reverse-stock-split on a 3
      to 1
      basis such that three shares would be combined into one share of common stock.
      In connection with the merger, Infinity Worldwide, Inc. amended its Articles
      of
      Incorporation implementing the foregoing reverse-stock-split with an effective
      date of February 25, 2005. For consistency and clarity, all share references
      hereinafter assume the reverse-stock-split has taken place.





The
      reverse merger allowed IGC to become a wholly-owned subsidiary of Interlink
      Global Corporation, a publicly held shell company, without having to pursue
      the
      traditional registration process. From and after the closing of the
      reorganization and merger, our principal asset became, and continues to be,
      Interlink Global Corporation ( hereinafter referred to as the “Company”).





As
      reported in the Report of Independent Registered Public Accounting Firm on
      our
      December 31, 2005 financial statements, we have suffered recurring losses from
      operations, and have a working capital deficit that raises substantial doubt
      about our ability to continue as a going concern.





-19-




Management
      is actively seeking additional financing by issuing equity or a combination
      of
      equity and debt financing from new shareholders and/or lenders in 2006. If
      the
      planned financings are obtained, the Company believes it will generate adequate
      cash to sustain operations at current levels until it begins to operate
      profitably. There can be no assurance that funding will be available on
      acceptable terms, if at all, or that such funds, if raised, would enable the
      Company to maintain profitable operations.





**QUASI-REORGANIZATION**





The
      Board
      of Directors has authorized a quasi-reorganization effective December 31, 2005.
      A quasi-reorganization is an accounting procedure that allows a company to
      restructure its capital accounts to remove an accumulated deficit without
      undergoing a legal reorganization. In this regard, the accompanying balance
      sheet has been restated to reflect the elimination of the deficit of $2,082,174
      as of December 31, 2005 against the paid- in capital account.





Due
      to
      accounting and financial reporting regulations, we are unable to revalue certain
      assets, which consist of a previously used earth satellite station, Class 5A
      switch for local and long distance switching, routers, VoIP equipment and other
      fiber optic and peripheral equipment purchased in December 2005, from an
      unrelated third party for $225,000. Of this amount, $70,000 had been repaid
      by
      December 31, 2005; the balance of $155,000 plus interest of $3,000 was repaid
      by
      June 30, 2006. Based on an independent appraisal, the estimated
      retail value of this equipment is approximately $4,166,000. The value of
      the previously used equipment, could in all likelihood, be less. The
      equipment was placed in service during the first quarter of 2006.





**MATTERS
      EFFECTING SHORT-TERM OR LONG-TERM LIQUIDITY**




We
      commenced operations in the latter part of the third quarter of 2005. Our
      principal business is to provide advanced telecommunications applications
      utilizing hardware and software that enables its users to use the worldwide
      Internet as the transmission medium for telephone calls locally and throughout
      the world.




Effective
      March 15, 2006, the Company signed a Share Purchase Agreement (the “Agreement”)
      with NERA ASA, a Norwegian company (“Nera”), to acquire all of the issued and
      outstanding common stock of Communication Networks Holdings, Ltd., an exempted
      company incorporated and existing under the laws of Bermuda (“CNH”). The
      acquisition included CNH’s ownership of all of the issued and outstanding
      capital stock of Telecomunicaciones NGTV, S.A., (“NGTV”), a Venezuelan
      corporation engaged in the provision of telecommunication services in that
      country. Subject to the terms of the Agreement, we purchased CNH, free from
      any
      lien, charges and encumbrances, for a purchase price of $1.75 million.
      Additional consideration included:





(1)
                As
                    a result of the acquisition of CNH and its wholly-owned subsidiary,
                    NGTV,
                    we agreed to inject into NGTV, within 150 days of the closing
                    date, $2
                    million in order to fund the investment and working capital needs
                    of NGTV.
                    Of this amount, $979,179 will be exclusively used to fund unpaid
                    salaries
                    and severance obligations of NGTV. On August 3, 2006, our Board
                    of
                    Directors authorized the issuance of four million shares of restricted
                    stock (fifty cents per share) to comply with this provision of
                    the
                    Agreement.





(2)
            As
                part of further negotiations of a debt reduction program and for
                further
                additional negotiations for the purchase of CNH, we utilized the
                services
                of Lane Bridge Overseas, Ltd., an affiliate of Nera. In consideration
                of
                such services, we have granted Lane an exclusive and irrevocable
                purchase
                option through December 31, 2009, for two million shares of our common
                stock, quoted on the OTC market in the United States, at a sale price
                of .001 per share. These shares will be valued at the abovementioned
                per share price of fifty cents.


-20-





**MATTERS
      EFFECTING NET REVENUES OR NET LOSS**




The
      most
      significant events on our future net revenues and operating results will be:
      (i)
      a full year of operations for Interlink, rather than approximately three months
      of operations in 2005; and (ii) the consolidation of CNH and its wholly-owned
      subsidiary, NGTV, effective March 15, 2006.




**CHANGES
      IN FINANCIAL STATEMENT BALANCES**




Through
      June 30, 2005, we were a development stage enterprise; we commenced operations
      during the latter part of the third quarter of the year. Therefore, any
      comparison to prior year activities is not applicable since we had been dormant
      since mid-1994. Operating results for the year ended December 31, 2005 resulted
      in a significant loss due to start-up costs, principally various professional
      services.





**Financial
      Condition**





During
      our fiscal year ended December 31, 2005, funds have been raised from two primary
      sources: (i) from the issuance of restricted common stock ($532,250) and (ii)
      from a note offering ($1,767,000). The note offering is in accordance with
      a
      Note and Warrant Purchase Agreement, dated November 29, 2005; the note bears
      interest at ten percent and matures May 29, 2007. Other financing transactions
      were as follows: (i) receipt of $365,100 from one of our investor consultants,
      of which $250,000 is expected to be repaid in 2006 and the balance satisfied
      by
      the issuance in the year 2005 of 430,000 shares of restricted common stock;
      (ii)
      note payable of $155,000 (balance as of year-end for an the asset purchase
      of
      $225,000 as described under “Quasi-Reorganization” above); and (iii) advances of
      $25,000 from the Company’s Chief Executive Officer.





**Results
      of Operations**





Revenue
      and costs for the fiscal year ended December 31, 2005 aggregated $13,388,489
      and
      $13,199,235, respectively. The gross margin of $189,254 represented 1.4 percent
      of revenues.





Issuance
      of common stock for services (valued at $1 per share) aggregated $317,000 to
      various parties and entities for technical and consulting services, including
      investor relations, corporate restructuring, private placements and financing
      projects.





During
      the year, we issued 325,000 shares of restricted common stock (valued at $1
      per
      share) pursuant to consulting agreements for various investor relations and
      research reporting services. We recorded the $325,000 as deferred consulting
      fees (included in the accompanying balance sheet as a reduction of stockholders’
equity). The deferred balance is being amortized over the terms of the
      agreements; as of December 31, 2005, $146,000 has been amortized to expense
      and
      $179, 000 is deferred. The balance of $179,000 is expected to be amortized
      to
      operations in the years 2006 ($161,000) and $2007 ($18,000).





Other
      non-recurring expenses aggregate $368,100 (write-off of investment of $343,000
      and organization costs of $25,100). The
      write-offs relate to three terminated acquisitions for which we have made a
      formal demands for repayment. Since the timing and amount of any collectibility
      is uncertain, the amount has been written off in the accompanying statement
      of
      operations





Other
      expenses (“remaining expenses”) aggregate $985,488. The principal amounts are:
      (i) other legal and professional fees of $226,884 (23.0%of remaining expenses);
      (ii) salaries, wages and payroll taxes of $420,920 (42.7%); (iii) travel and
      entertainment of $97,164 (9.9% percent); and (iv) rent of $52,705 (5.3%). Most
      of these expenses were incurred after we commenced operations during the latter
      part of the third quarter, especially other legal and professional fees and
      travel and entertainment expenses. We don’t expect these expenses to represent
      such a large percentage of total expenses in the year 2006. However, we expect
      that salaries, wages and payroll taxes will continue to be significant in the
      year 2006 as well as succeeding years. Rent expense will also represent a
      significant expense; minimum rental payments for our office facilities and
      a
      switch room and antenna pad space will approximate $196,053 for the year
      2006.





**LIQUIDITY
      AND CAPITAL RESOURCES**




During
      the year ended December 31, 2005, our net cash position increased by
      approximately $1.44 million.





Cash
      flow
      from financing activities aggregated approximately $2.84 million. Operating
      activities resulted in the expenditure of $1,037,399. We expended $362,242
      for
      various investing activities (principally the purchase of assets). Amounts
      for
      the prior year were zero as we had not yet commenced operations.


-21-





On
      November 29, 2005, the Company issued a Series A Senior Convertible Note for
      $2
      million, resulting in net proceeds of $1,767,000; the notes bear interest at
      ten
      percent and mature on May 29, 2007. Closing costs of $233,000 are being
      amortized over eighteen months, commencing in December 2005. One- **** fourteenth
      (1/14 th )
      of the
      principal and all accrued but unpaid interest is due monthly; the principal
      and
      accrued interest may be paid in registered shares of the Company’s common stock
      at a conversion price equal to 85% of the average closing bid price for the
      ten
      trading days preceding the payment due date. In connection with this agreement,
      the Company issued warrants to purchase an aggregate of 6,181,822 shares of
      common stock (at an exercise price of $.75 per share): (i) 5,454,546 to the
      note
      holders and (ii) 727,276 to the placement agents.





On
      February 28, 2006, the Company issued two Series B Senior Convertible Notes
      for $1,297,550, resulting in net proceeds of $1,142,635; the notes bear interest
      at ten percent and mature on August 28, 2007. Closing costs of $154,915 will
      be
      amortized over the term of the loan, commencing in March 2006. One-fourteenth
      (1/14 th )
      of the
      principal and all accrued but unpaid interest is due monthly; the principal
      and
      accrued interest may be paid in registered shares of the Company’s common stock
      at a conversion price equal to 85% of the average closing bid price for the
      ten
      trading days preceding the payment due date. In connection with this agreement,
      the Company issued warrants to purchase an aggregate of 5,882,222 shares of
      common stock: (i) 5,190, 198 to the note holders and (ii) 692,024 to the
      placement agents.





For
      both
      the Series A Senior Convertible Note, dated November 29, 2005, and the two
      Series B Senior Convertible Notes, dated February 28, 2006, one-fourteenth
      (1/14 th )
      of the
      principal and all accrued but unpaid interest was to be repaid monthly,
      commencing April 2006 and July 2006, respectively. In consideration of the
      Company reducing the exercise prices of the warrants to $1.05 per share, most
      of
      the note holders have agreed to delay payment until January 2007.




On
        May
        31, 2006, the Company issued five 11% Convertible Debentures due December
        31, 2009 in the aggregate principal amount of $48,500, resulting in net proceeds
        of $48,500. The Debentures are convertible at $1.25 per share.


For
      the
      year ending December 31, 2006, we project capital expenditures of $500,000
      in
      the United States and $2 million in Venezuela. Based on our current operating
      plan and our available cash and cash equivalents, we expect that we will need
      to
      obtain additional financing through the sale of equity securities, private
      placements, and/or bridge loans to fund our cash needs and continue our
      presently planned operations within twelve months. Additional financing, whether
      through public or private equity or debt financing, arrangements with
      stockholders or other sources to fund operations, may not be available, or
      if
      available, may be on terms unacceptable to us. Our ability to maintain
      sufficient liquidity is dependent on our ability to raise additional capital.
      If
      we issue additional equity securities to raise funds, the ownership percentage
      of our existing stockholders would be reduced. New investors may demand rights,
      preferences or privileges senior to those of existing holders of our common
      stock. Debt incurred by us would be senior to equity in the ability of debt
      holders to make claims on our assets. The terms of any debt issued could impose
      restrictions on our operations. If adequate funds are not available to satisfy
      either short or long-term capital requirements, our operations and liquidity
      could be materially adversely affected and we could be forced to cease
      operations.





**SEASONAL
      ASPECTS OF THE BUSINESS**




There
      are
      no seasonal aspects of the business that have had a material effect on our
      financial condition or results of operations.




**CRITICAL
      ACCOUNTING POLICIES**





In
      preparing our financial statements, we make estimates, assumptions and judgments
      that can have a significant effect on our revenues, income/loss from operations,
      and net income/loss, as well as on the value of certain assets on our
      consolidated balance sheet. We believe that there are several accounting
      policies that are critical to an understanding of our historical and future
      performance as these policies affect the reported amounts of revenues, expenses,
      and significant estimates and judgments applied by management. While there
      are a
      number of accounting policies, methods and estimates affecting our consolidated
      financial statements, areas that are particularly significant include revenue
      recognition and stock-based compensation. In addition, please refer to Note
      1 to
      the accompanying financial statements for further discussion of our significant
      accounting policies.





**Revenue
      Recognition**





Securities
      and Exchange Commission Staff Accounting Bulletin (“SAB”) 101, *Revenue
      Recognition* ,
      as
      amended by SAB 104, outlines the basic criteria that must be met to
      recognize revenue and provide guidance for presentation of revenue and for
      disclosure related to revenue recognition policies in financial statements
      filed
      with the Securities and Exchange Commission. Management believes that the
      Company’s revenue recognition policy conforms to SAB 104.


-22-





We
      evaluate the criteria of the FASB Emerging Issues Task Force (“EITF”) 99-19, *Reporting
      Revenue Gross as a Principal Versus Net as an Agent,* in
      determining whether it is appropriate to record the gross amount of revenue
      and
      related costs or the net amount earned as commissions. The Company is the
      primary obligor, has latitude in establishing prices and selecting suppliers,
      establishes product specifications, and has the risk of loss as it relates
      to
      the ultimate collection of accounts receivable. Accordingly, the Company’s
      revenue is recorded on a gross basis.





**Stock-Based
      Compensation**





As
      of
      December 31, 2005, the Company has not issued any share based payments to its
      employees.





In
      December 2004, FASB issued SFAS No. 123 (revised 2004 *),
      Share-Based Payment* (“SFAS
      No. 123(R)”), which is a revision of SFAS No. 123. SFAS 123(R) supersedes APB 25
      and amends SFAS No. 95, *Statement
      of Cash Flows* .
      SFAS
      No. 123(R) requires all share-based payments to employees, including grants
      of
      employee stock options, to be recognized in the income statement based on their
      fair values. Pro forma disclosure is no longer an alternative. The provisions
      of
      this statement are effective for the Company as of January 1, 2006.





SFAS
      No.
      123(R) requires companies to recognize in the statement of operations the
      grant-date fair value of stock options and other equity-based compensation
      issued to employees. SFAS No. 123(R) also establishes accounting requirements
      for measuring, recognizing and reporting share-based compensation, including
      income tax considerations. The Company will adopt SFAS 123(R) using the modified
      prospective application in January 2006. Under the modified prospective
      application, the cost of new awards and awards modified, repurchased or
      cancelled after the required effective date and the portion of awards for which
      the requisite service has not been rendered (unvested awards) that are
      outstanding as of the required effective date will be recognized as the
      requisite service is rendered on or after the required effective date. The
      compensation cost for that portion of awards shall be based on the grant-date
      fair value of those awards as calculated for either recognition or pro forma
      disclosures under SFAS No. 123.





The
      adoption of SFAS No. 123(R)’s fair value method will have a negative impact on
      the Company’s results of operations if the Company grants share-based payments
      to its employees in the future, although it will have no impact on its overall
      financial position. The impact of adopting SFAS No. 123(R) cannot be predicted
      at this time because it will depend on levels of share-based payments granted
      in
      the future. As of this date, management is not anticipating any such share-based
      payments within the next fiscal year. SFAS No. 123(R) also requires the benefits
      of tax deductions in excess of recognized compensation cost to be reported
      as a
      financing cash flow, rather than as an operating cash flow as required under
      current accounting literature. The requirement will reduce net operating cash
      flows and increase net financing cash flows in periods of adoption.





**Derivative
      Financial Instruments**





As
      of
      this date, the Company has not entered into any derivative
      transactions.




***Item
      7. Financial Statements***





Our
      Financial Statements, including the Notes thereto, together with the report
      of
      independent auditors thereon are presented as a separate section of this
      Form 10-KSB, and the following are attached hereto beginning on Page F-1:





Financial
      Statements:




Report
      of
      Independent Registered Public Accounting Firm


Audited
      balance sheet as of December 31, 2005


Audited
      statements of operations for years ended December 31, 2005 and
      2004


Audited
      statements of cash flows for years ended December 31, 2005 and 2004


Audited
      statements of deficiency in assets for years ended December 31, 2005 and
      2004


Notes
      to
      audited financial statements


-23-




***Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure***





None





***Items
      8/A. Controls and Procedures***





The
      evaluation of our disclosure controls and procedures and internal controls
      included a review of their objectives and processes, implementation and effect
      on the information generated for use in this report. In the course of this
      evaluation, we sought to identify any significant deficiencies or material
      weaknesses in our controls, and whether we had identified any acts of fraud
      involving personnel who have a significant role in our internal controls, and
      to
      confirm that any necessary corrective action, including process improvements,
      were being undertaken. The overall goals of these evaluation activities are
      to
      monitor our disclosure and internal controls and to make modifications as
      necessary. We intend to maintain these controls as processes that may be
      appropriately modified as circumstances warrant.





Based
      on their evaluation as of December 31, 2005, our principal executive officer
      and
      principal financial officer have concluded that our disclosure controls and
      procedures (as defined in Rules 13(a)-14(c) and 15(d)-14(c) under the
      Securities Exchange Act of 1934 (the "Exchange Act")) are effective to ensure
      that information required to be disclosed by us in reports that we file or
      submit under the Exchange Act is recorded, processed, summarized and reported
      within the time periods specified in Securities and Exchange Commission rules
      and forms.





**Changes
      in Internal Controls**




There
      were no significant changes in our internal controls or in other factors that
      could significantly affect these controls subsequent to the date their
      evaluation. There were no significant deficiencies or material weaknesses,
      and
      therefore, no corrective actions were taken.





However,
      a control system, no matter how well conceived and operated, can provide only
      reasonable, not absolute, assurance that the objectives of the control system
      are met. Management necessarily applied its judgment in assessing the benefits
      of controls relative to their costs. Because of the inherent limitations in
      all
      control systems, no evaluation of controls can provide absolute assurance that
      all control issues, if any, within our company have been detected.




***Item
      8/B. Other Information***





None.


-24-





**Item
      9.*****Directors, Executive Officers, Promoters and Control Persons; Compliance with
      Section 16(a) of the Exchange Act***





**MANAGEMENT**





The
      following table identifies our current executive officers and directors, their
      respective offices and positions, and their respective dates of election or
      appointment:





**Name**
            
            **Age**
            
            **Position
                Held**
            
            **Initial
                Election or Appointment Date**Anastasios
                Kyriakides
            
            58
            
            Chairman,
                Chief Executive Officer and Secretary
            
            February
                2004Kenneth
                A. Hosfeld
            
            55
            
            Executive
                Vice President and Director
            
            February
                2004Robert
                Cano
            
            37
            
            Chief
                Financial Officer
            
            November
                2004Stephan
                M. Gardner
            
            62
            
            Vice
                President and Director
            
            November
                2004Severino
                Rivano
            
            61
            
            Vice
                President, Marketing and Director
            
            November
                2004Martin
                A. Salzedo
            
            60
            
            Senior
                Vice President
            
            November
                2004Teo
                Cotton
            
            39
            
            Chief
                Technology Officer and Director
            
            September
                2004





There
      are
      no family relationships between any two or more of our directors or executive
      officers. Our executive officers are appointed by our board of directors and
      serve at the board's discretion. There is no arrangement or understanding
      between any of our directors or executive officers and any other person pursuant
      to which any director or officer was or is to be selected as a director or
      officer, and there is no arrangement, plan or understanding as to whether
      non-management stockholders will exercise their voting rights to continue to
      elect the current board of directors. There are also no arrangements, agreements
      or understandings to our knowledge between non-management stockholders that
      may
      directly or indirectly participate in or influence the management of our
      affairs.





None
      of
      our directors or executive officers has, during the past five years,





·
            had
                any bankruptcy petition filed by or against any business of which
                such
                person was a general partner or executive officer, either at the
                time of
                the bankruptcy or within two years prior to that time,





·
            been
                convicted in a criminal proceeding and none of our directors or executive
                officers is subject to a pending criminal proceeding,





·
            been
                subject to any order, judgment, or decree, not subsequently reversed,
                suspended or vacated, of any court of competent jurisdiction, permanently
                or temporarily enjoining, barring, suspending or otherwise limiting
                his
                involvement in any type of business, securities, futures, commodities
                or
                banking activities, or





·
            been
                found by a court of competent jurisdiction (in a civil action), the
                Securities and Exchange Commission or the Commodity Futures Trading
                Commission to have violated a federal or state securities or commodities
                law, and the judgment has not been reversed, suspended, or vacated.


-25-





**BUSINESS
      EXPERIENCE**





ANASTASIOS
      KYRIAKIDES .
      Mr.
      Kyriakides has been our President and CEO since inception. Mr. Kyriakides
      received a Bachelor of Science degree in business from Florida International
      University in 1975; in 1977, he received a degree in investment banking from
      the
      American Institute of Banking. Mr. Kyriakides has extensive experience in the
      field of shipping investment banking and venture capital and the process of
      public and private offerings. From 1979 to the present, Mr. Kyriakides has
      consulted for numerous companies in the areas of shipping, travel, banking,
      and
      electronics. His cruise ship career started with Carnival Cruise line out of
      the
      Port of Miami, and continued to a successful start up with Tropicana Cruises;
      one of the first gaming ships out of the Port of Miami. In 1994, Mr. Kyriakides
      became the Chairman of Montgomery Ward Travel, a company created to provide
      full
      travel services to eight million Montgomery Ward customers and credit card
      holders; he served in this capacity from 1994 to 1996. Mr. Kyriakides had
      previously organized the successful start-up of Seawind Cruise Line in 1990;
      there, he was the Chairman, CEO, and Secretary until 1994. In 1984 Mr.
      Kyriakides founded Regency Cruise Line, the world’s first publicly traded
      company in passenger shipping, and served as its Chairman and Secretary until
      1987. In 1983, Mr. Kyriakides founded the Mylex Corporation www.mylex.com to
      develop and produce the world’s first hand-held optical scanner and VGA card for
      personal computers. As the President and Chairman, Mr. Kyriakides guided Mylex
      from its beginning as a private company to its becoming a public company traded
      on the NASDAQ under the stock symbol MYLX until it was acquired as a wholly
      owned subsidiary of IBM (NYSE: IBM). Mr. Kyriakides, in 1983, was the founder
      and Chairman of Tower Bank NA, a full service commercial bank, with three
      offices, headquartered in Dade County, Florida.




Mr.
      Kyriakides, in 1980, worked at Delcor Industries of Hollywood, Florida, an
      electronic manufacturing facility, assembling OEM products for various
      electronic companies including IBM mainframe and gable division employing over
      150 skilled employees. Mr.Kyriakides, in 1979, was the founder and Chairman
      of
      Lexicon Corporation, the worlds first hand held electronic language translator
      the LK3000 that translated in to 12 different languages. From its inception
      to
      its becoming a publicly traded company on the NASDAQ, under the symbol LEXI,
      until it was acquired by Nixdorf Computers of Germany. From 2001 to 2004 Mr.
      Kyriakides was the founder and Chairman of the on-line brokerage firm NowTrade,
      Corp. and also the founder and chairman of Internet Stock Market Corp. an
      Investment Relations and Public Relations firm for Public Companies.




KENNETH
      A.HOSFELD .
      Mr.
      Hosfeld has served as our Executive Vice President and a member of our Board
      of
      Directors since February 2004. Kenneth’s background includes over twenty-two
      years of international sales, marketing, and business management in the
      telecommunications industry. Before co-founding NetExpress, he was the Regional
      Director of Brazil, the Andinos, and the Caribbean for Tellabs, Inc from 1999
      to
      September 2002. There, he negotiated deals as large as $350 million. He secured
      Tellabs’ first “turn-key” contract (a complete, fully managed network deployment
      including all products and services and project financing). He opened Tellabs’
offices in Brazil and regularly exceeded revenue targets by 130%. Prior to
      that,
      Kenneth was Vice President of Nera Latin America, a subsidiary of Nera
      Telecommunications (formerly ABB), with full P&L responsibility for the
      region. He opened offices throughout Latin America including Brazil, Colombia,
      Mexico, and Venezuela and additionally penetrated the Mexican and Chilean
      markets. He also worked at OneRing International from January 2003 to February
      2004 as their Vice President, global sales and marketing. Prior to Latin
      America, Kenneth was responsible for sales in Africa and in China. At Nera,
      Kenneth regularly grew sales in his region between 80-200%, annually. He speaks
      over six languages including fluent Spanish and Portuguese. Mr. Hosfeld also
      serves on the Board of Directors of our wholly-owned subsidiaries, C N H Bermuda
      and New Global Telecom De Venezuela (NGTV).





ROBERT
      CANO. Mr. Cano has been our Comptroller and Chief Financial Officer since
      September 2005. He is a graduate of Miami-Dade Community College (majoring
      in
      Accounting and Computer Science) and Florida International University, where
      he
      received a BS Degree in Accounting. From June 1998 through February 2000, Mr.
      Cano was an accountant with Victoria Porcelain Corp. in Miami, Florida; he
      was
      responsible for various accounting areas, including accounts receivable,
      accounts payable, payroll and general ledger entries, as well as credit and
      collections and the company’s MIS department. From February through September
      2000, he was the Human Resources Manager for USA Broadcasting in Miami, Florida;
      he was responsible for the daily activities of the South Florida Region and
      reporting activities to the corporate office in Los Angeles, California. From
      September 2000 through May 2002, Mr. Cano was an accountant with Add@shop.com
      in
      Miami, Florida. In working for one of the first e-commerce companies to be
      registered in South Florida at the beginning of the millennium, he was
      responsible for accounting, financial statement reporting and developing and
      implementing internal controls. From June 2002 through May 2003, he was the
      Comptroller for International Maritime Preservation, Inc. in Miami, Florida.
      His
      responsibilities included all aspects of accounting and financial reporting
      as
      well as the development and implementation of inventory controls; Mr. Cano
      was
      also in charge of integrating the accounting of the company’s operations in
      Trinidad and Tobago through DSL connectivity. From June 2003 through September
      2005, Mr. Cano was the Comptroller for Time Piece International, Inc. in Miami,
      Florida. In addition to overall accounting, supervisory and financial reporting
      duties, his responsibilities included the restructuring of various South Florida
      operations and various IT duties, including the supervision and troubleshooting
      of the network system for the entire company.


-26-





STEPHAN
      M. GARDNER .
      Mr.
      Gardner earned a bachelor's degree from the University of Miami in Coral Gables,
      Florida, with majors in Business Administration and Journalism. He has extensive
      experience in the fields of investment banking, sales consulting and television
      production. From 1970-1979, Mr. Gardner was an independent television producer
      headquartered in San Juan, Puerto Rico. From 1979, he owned several companies,
      which provided consulting services in the fields of banking, health care, and
      sales administration in California as well as Florida. From January 2001 to
      November 2004, Mr. Gardner served as Sales Manager and Represenative for
      Solaroll Shade and Shutter, and Roll-A-Way, Storm and Security Shutters, of
      St.Petersburg, Florida, a division of Valco Enterprises.





Beginning
      in 1984, as an investment banker, Mr. Gardner structured public offerings of
      stock, and stock syndications in the fields of health, medical products, and
      leisure activities, (cruise ships). In 1989, Mr. Gardner became the
      owner/operator of Med Test, Inc., a private company, which is a provider of
      mobile medical testing services. For the last two decades, Mr. Gardner has
      worked as a marketing and public relations consultant.





SEVERINO
      RIVANO .
      Mr.
      Rivano has been our Vice President, Marketing and a member of our Board of
      Directors since December 2004. Mr. Rivano’s extensive knowledge of the
      International Telecommunication’s Market is based on over 30 years of experience
      and field presence, in Europe, Latin America, Africa and the USA. Mr. Rivano
      actively participated in introducing evolving technologies, applied to
      developing markets. Mr. Rivano has worked as a Math & Telecommunications
      University Professor, Program manager of notable international projects. He
      was
      a co-founder and Director of a mobile Trunking Radio system operator. Mr. Rivano
      consulted for Trimble Navigation, Bristol Babcok and Positron. He has been
      International Sales Manager for Multinationals such as GE and Singer as well
      as,
      director of strategic accounts for Harris Corp. and international sales director
      for Viadux. He has pioneered the introduction of new technologies, developed
      markets and businesses for GE, CCA, Bristol Babcok, Harris Corp. Mr. Rivano
      is
      fluent in four languages. From December 1994 to June 2001 he served as a sales
      director for Adean Countries, a company based on Bogota, Columbia. In June
      2001
      he worked as a director of Harris Corporation, Microwave Communications Division
      as a director for strategic accounts until July 2002 out of their Miami. He
      worked as a consultant until November 2002. From December 2002 to November
      2004
      he served as an international sales manager, for Viadux Corp., a maker of xDSL
      broadband systems and IP applications products. He has also acted as President
      of New Global Telecom Venezuela (NGTV), a data, voice and Long distance operator
      in Venezuela since July 2006.




MARTIN
      A.
      SALZEDO .
      Mr.
      Salzedo has been our Senior Vice President and a member of our Board of
      Directors since February 2005. Prior to that time he served as the President
      of
      Touche Roses, a retail floral business, from 1999 - 2005.





TEO
      COTTON. Mr. Cotton, with eleven years of experience in the Telecommunications
      field, is our Chief Technology Officer. He is a graduate of the Inter-American
      University of Puerto Rico having earned a Bachelor’s Degree in Computer
      Programming and an Associate Degree in Accounting. Mr. Cotton worked for the
      Puerto Rico telephone company as a designer of telecommunication systems, and
      in
      1996 he started his own ISP (Internet Service Provider), and Voice over Internet
      Protocol Company, (VoIP), called Caribbean Communications Services Corp., which
      was later purchased by an investor group. In the year 2000, Mr. Cotton accepted
      a position with Nortel Systems in Florida, working in conjunction with Sprint
      of
      Fort Lauderdale. There he helped roll out and provision Nortel Telecom’s
      equipment to all of Miami-Dade and Broward County’s elementary schools. He also
      worked with Sprint’s Edge System, which incorporated traditional telecom with IP
      integration. In 2001 Mr. Cotton departed from Sprint to join the Voice over
      Internet Protocol revolution working for various companies rolling out Cisco
      equipment employing VoIP technology in Miami, Florida’s widespread business
      areas. He worked at Terra Telecommunications from December 2001 to December
      2002
      as an Network Administrator and Colonial Bank from December 2002 to September
      2003 managing their telecommunications matters. From September 2003 to August
      2004 he worked at Zen Telecommunications as their Vice President of Engineering.
      He helped design and build VoIP Networks for many companies and traveled widely
      to the majority of the PTTs in Latin America. As he added clients and contacts
      all over Latin America, he expanded his knowledge to include TDM and VoIP
      equipment such as: DMS, Cisco, Mera, Lucent, and Quintun, to name a few. Mr.
      Cotton has designed and installed various SS7s, C7s, E1s, and T1s, in Latin
      American and European countries, giving him a broad understanding of the new
      telecom infrastructure. Mr. Cotton, as Chief Technology Officer with Interlink
      Global advises the Board of Directors in all aspects of new deployable
      telecommunications technology.


-27-





Our
      board
      of directors currently consists of five members. Our bylaws will provide that
      our directors will be elected at each annual meeting of the stockholders. Their
      term of office will run until the next annual meeting of the stockholders and
      until their successors have been elected and qualified or until their earlier
      death, resignation or removal.





**Board
      Meetings and Committees**




The
      Board
      of Directors held six meetings during 2005. The Board of Directors now has
      one
      standing committees - an Audit Committee. Current committee members are listed
      below. The functions of the Audit Committee are to recommend selection of
      independent public accountants to the Board of Directors, to review the scope
      and results of the year-end audit with management and the independent auditors,
      to review the Company's accounting principles and its system of internal
      accounting controls and to review the Company’s annual and quarterly reports
      before filing with the Securities and Exchange Commission. The Audit Committee
      was formed in 2006 and did not meet during 2005. The current members of the
      Audit Committee are Martin Salzedo and Kenneth Hosfeld.




No
      individual on our board of directors possesses all of the attributes of an
      audit
      committee financial expert and no one on our board of directors is deemed to
      be
      an audit committee financial expert. In forming our board of directors, we
      sought out individuals who would be able to guide our operations based on their
      business experience, both past and present, or their education. Mr. Cano, our
      Chief Financial Officer, serves as our financial expert regarding generally
      accepted accounting principals and general application of such principles in
      connection with the accounting for estimates and accruals, including an
      understanding of internal control procedures and policies over financial
      reporting, and maintains sufficient experience preparing auditing, analyzing
      or
      evaluating financial statements in such depth and breadth as may be required
      of
      an audit committee financial expert. However, Mr. Cano is not an elected
      director of the company. We recognize that having a person who possesses all
      of
      the attributes of an audit committee financial expert would be a valuable
      addition to our board of directors; however, we are not, at this time, able
      to
      compensate such a person. Therefore, we may find it difficult to attract such
      a
      candidate.




**DIRECTOR
      COMPENSATION**





We
      have
      adopted a Code of Ethics as of October 4, 2006.





**Compliance
      With Section 16(a) of Exchange Act**




Section
      16(a) of the Securities Exchange Act requires our directors, executive officers
      and persons who own more than 10% of our common stock to file reports of
      ownership and changes in ownership of our common stock with the Securities
      and
      Exchange Commission. Directors, executive officers and persons who own more
      than
      10% of our common stock are required by Securities and Exchange Commission
      regulations to furnish to us copies of all Section 16(a) forms they
      file.





To
      our
      knowledge, based solely upon review of the copies of such reports received
      or
      written representations from the reporting persons, we believe that during
      our
      2005 fiscal year none of our directors, executive officers and persons who
      own
      more than 10% of our common stock made any Section 16(a) filings if they were
      so
      required.





***Item
      10. Executive Compensation***





**SUMMARY
      OF COMPENSATION**





The
      following table summarizes all compensation received by our Chief Executive
      Officer for services rendered to us. This person is referred to as our
      Named Executive Officer.


-28-




**SUMMARY
      COMPENSATION TABLE**





ANNUAL
                COMPENSATION
            
            LONG
                TERM COMPENSATION AWARDSNAME
                AND PRINCIPAL POSITION
            
            YEAR
            
            SALARY
                ($)
            
            BONUS
                ($)
            
            OTHER
                ANNUAL COMPENSATION
            
            SECURITIES
                UNDERLYING OPTIONS # OF SHARESAnastasios
                Kyriakides,
              Chairman,
                CEO and
              Secretary
            
            
            2005
              2004
            
            $
              $
            57,550
              0
            
            
            
            
            
            
            
            
            0





**OPTION
      GRANTS TO EXECUTIVE OFFICERS IN 2005**





The
      Named
      Executive Officers did not receive any option grants during the fiscal year
      ended December 31, 2005.





**EMPLOYMENT
      ARRANGEMENTS**





We
      have
      entered into an Employment Agreement with our Chief Executive Officer,
      Anastasios Kyriakides. The agreement is dated as of November 22, 2004. In
      consideration of his services to us, we have agreed to pay him a base salary
      of
      $52,000 plus
      certain bonuses and awards if the Company achieves certain profitability levels
      and adopts certain incentive compensation plans. As of December 31, 2005, none
      of these incentive arrangements and plans had been realized. The agreement
      is effective through December 31, 2008.


-29-





***Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters***





The
      following tables set forth certain information regarding beneficial ownership
      of
      our common stock as of July 31, 2006 by (i) each person who is known by us
      to
      own beneficially more than five percent (5%) of the outstanding shares of common
      stock, (ii) each of our directors and executive officers, and (iii) all of
      our
      directors and executive officers as a group. Unless otherwise stated, their
      address is c/o Interlink Global Corporation, 6205 Blue Lagoon Drive, Suite
      110,
      Miami, Florida 33126.





We
      have
      determined beneficial ownership in accordance with the rules of the Securities
      and Exchange Commission. Except as otherwise indicated, we believe that the
      beneficial owners listed below, based on the information furnished by these
      owners, have sole investment and voting power with respect to the securities
      indicated as beneficially owned by them, subject to applicable community
      property laws. With respect to the table below, we have based our calculation
      of
      the percentage of beneficial ownership of 29,213,885 shares of common stock
      outstanding as of July 31, 2006.





In
      computing the number of shares of common stock beneficially owned by a person
      and the percent ownership of that person, we deemed outstanding shares of common
      stock subject to warrants or options held by that person that are currently
      exercisable or exercisable within 60 days of July 31, 2006. We did not deem
      these shares outstanding for purposes of computing the percent ownership of
      any
      other person.







NAME
                OF DIRECTOR, OFFICER AND BENEFICIAL OWNER
            
            NUMBER
                OF SHARES OF COMMON STOCK BENEFICIALLY OWNED
            
            PERCENTAGE
                OF OUTSTANDING SHARES OF COMMON STOCKAnastasios
                Kyriakides
            
            
            7,569,000
            (1)
            
            25.9
            %Kenneth
                Hosfeld
            
            
            2,329,000
            
            
            8.0
            %Stephan
                M. Gardner
            
            
            1,800,000
            
            
            6.2
            %Martin
                A. Salzedo
            
            
            100,000
            
            
            *Severino
                Rivano
            
            
            1,001,000
            
            
            3.4
            %Teo
              Cotton
            
            
            550,000
            
            
            1.9
            %Lane
                Bridge Overseas Ltd.
            
            
            2,000,000
            (2)
            
            8.1
            %NERA
              ASA (3)
            
            
            4,000,000
            
            
            6.4
            %All
                Officers & Directors as a Group (6 persons)
            
            
            13,349,000
            
            
            45.7
            %





*
      Less
      than one percent beneficially owned.




(1)
      Includes 600,000 Shares held by Anastasios & Maria Kyriadides as Joint
      Tenants and 6,969,000 Shares held by PSA Investments, Inc.




(2)
      Lane’s address is Torre Edicampo, P.H., Av. Fco. De Miranda. , Campo Alegre,
      Caracas, Venezuela 1060. Lane holds an option to purchase 2.0 million Shares
      at
      $0.001 per Share that is exerciseable within 60 days of November 10, 2006.




(3)
      NERA's address is Kokstadvegen 23, P.O Box 7090, N-5020, Bergen,
      Norway.




**CHANGE
      OF CONTROL**





To
      the
      knowledge of management, there are no present arrangements or pledges of
      securities of our company that may result in a change in control of the company.


-30-




**Item
      12. Certain Relationships and Related Transactions, and Director
      Independence**


*Related
        Transactions.*Our Chief Executive Officer, Anastasios Kyriakides,
        guaranteed our obligations under the Office Lease dated as of June 1, 2005
        between us and our landlord, Waterford Centre. In exchange for this guaranty,
        we
        issued a corporation controlled by Mr. Kyriakides, PSN Investments, Inc.,
        3,669,000 shares of our common stock.
 
 In
        June
        and July 2005, we issued Mr. Kyriakides an aggregate of 1.2 million of our
        shares of common stock in consideration of his services as our Chief Executive
        Officer.


Other
      than the above listed transactions, there were no transactions or series of
      transactions since January 1, 2005 between us and our executive officers,
      directors and the beneficial owners of 5% or more of our common stock and
      certain persons affiliated with or related to these persons, including family
      members, in which they had or will have a direct or indirect material interest
      in an amount that exceeds $60,000 other than compensation arrangements that
      are
      otherwise required to be described under "Executive Compensation."


*Corporate
        Governance* .
        Our
        audit committee is comprised of Martin Salzedo and Kenneth Hosfeld. We are
        not a
        "listed company" under SEC rules and are, therefore, not required to have
        an
        audit committee comprised of independent directors. No member of our Board
        is
        considered "independent" pursuant to Section 10A(m)(3) of the Securities
        Act of
        1934, as amended. The Board has determined that its members are able to read
        and
        understand fundamental financial statements and have substantial business
        experience that results in their financial sophistication. Accordingly, the
        Board believes that its members have the sufficient knowledge and experience
        necessary to fulfill the duties and obligations of members of the audit
        committee.
 
 Additionally,
        our Board does not have a standing compensation or nominating committee.
        Because
        we do not have such committees, our full Board performs the functions of
        such
        committees. In considering director nominees, at a minimum, our Board will
        consider: (i) whether the director nominee provides the appropriate experience
        and expertise in light of the other members currently serving on the board
        and
        any other factors relating to the ability and willingness of a nominee to
        serve
        on the board, (ii) the number of other boards and committees on which the
        nominee serves, and (iii) the director nominee's business or other relationship,
        if any, with us, including whether the director nominee would he subject
        to a
        disqualifying factor in determining the nominee's "independence" as defined
        by
        the listing standards of the relevant securities exchanges. Our Board has
        not
        adopted procedures for the recommendation of nominees for the board of
        directors. Our Board will accept nominations from our
        shareholders.




**Item
      13. Exhibits**





The
      following documents are filed as part of this report:





(1)
      Financial Statements - See Index to Audited Financial Statements under Item
      7
      above.





(2)
      Exhibits - See Index to Exhibits following the signatures to this report.





**Item
      14. Principal Accountant Fees and Services**





The
      following table sets forth fees billed and unbilled to Interlink Global
      Corporation by our auditors during the fiscal years ended December 31, 2005
      and
      December 31, 2004 for: (i) services rendered for the audit of our annual
      financial statements and the review of our quarterly financial statements,
      (ii)
      services by our auditor that are reasonably related to the performance of the
      audit or review of our financial statements and that are not reported as Audit
      Fees, (iii) services rendered in connection with tax compliance, tax advice
      and
      tax planning, and (iv) all other fees for services rendered.





December
                  31, 2005
              
              December
                  31, 2004 (1)(i)Audit
                  Fees
              
              $
              46,611
              
              $
              27,534(ii)Audit
                  Related Fees
              
              $
              0
              
              $
              0(iii)Tax
                  Fees
              
              $
              0
              
              $
              0(iv)All
                  Other Fees
              
              $
              9,311
              
              $
              0





All
      Other
      Fees: Such amounts consist of billings related to assisting the Company in
      responding to various SEC comment letters.





Our
      Audit
      Committee was recently formed and has not yet adopted its audit committee
      charter. We intend that the Audit Committee Charter will include pre-approval
      policies


-31-




**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) 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, on the 15th day of November, 2006.




Interlink
                Global CorporationBy:
            /s/
              Anastasios KyriakidesAnastasios
              Kyriakides
              President
                and Chief Executive Officer




**POWER
      OF ATTORNEY**




**KNOW
      ALL PERSONS BY THESE PRESENTS** ,
      that
      each person whose signature appears below constitutes and appoints Anastasios
      Kyriakides and Kenneth Hosfeld, and each or any one of them, as his true and
      lawful attorney-in-fact and agent, with full power of substitution and
      resubstitution, for him and in his name, place and stead, in any and all
      capacities, to sign any and all amendments to this Annual Report on
      Form 10-KSB, and to file the same, with all exhibits thereto, and other
      documents in connection therewith, with the Securities and Exchange Commission,
      granting unto said attorneys-in-fact and agents, and each of them, full power
      and authority to do and perform each and every act and thing requisite and
      necessary to be done in connection therewith, as fully to all intents and
      purposes as he might or could do in person, hereby ratifying and confirming
      that
      all said attorneys-in-fact and agents, or any of them or their or his substitute
      or substituted, may lawfully do or cause to be done by virtue hereof.





Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, this
      report has been signed below by the following persons on behalf of the
      Registrant and in the capacities and on the dates indicated.





**Signatures******
            
            **Title******
            
            **Date******/s/
                Anastasios Kyriakides
            
            Chief
                Executive
            
            November
                15, 2006ANASTASIOS
                KYRIAKIDES
            
            Officer,
                Chairman and
                Secretary(Principal
                Executive Officer)/s/
                  Robert Cano
            
            Chief
                Financial Officer
            
            November
                  15, 2006ROBERT
                CANO
            
            (Principal
                Financial and Accounting Officer)/s/
                  Kenneth A. Hosfeld
            
            Director
            
            November
                  15, 2006KENNETH
                A. HOSFELD/s/
                  Severino Rivano
            
            Director
            
            November
                  15, 2006SEVERINO
                RIVANO/s/
                  Martin Salzedo
            
            Director
            
            November
                  15, 2006MARTIN
                SALZEDO/s/
                Stephan Gardner
            
            Vice
                  President and
            
            November
                  15, 2006STEPHAN
                GARNDER
            
            Director/s/
                Teo Cotton
            
            Chief
                Technology Officer and
            
            November
                  15, 2006TEO
                COTTON
            
            Director


-32-




Dohan
                  and Company
              7700
                  North Kendall Drive, 200Certified
                  Public Accountants
              Miami,
                  Florida 33156-7564A
                  Professional Association
              Telephone:
                  (305) 274-1366Facsimile:
                  (305) 274-1368E-mail:
                  info@uscpa.com
 
 **REPORT
          OF** **INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM**
 
 To
          the
          Board of Directors and Stockholders
 Interlink
          Global Corporation
 Miami,
          Florida
 
 We
          have
          audited the accompanying balance sheet of Interlink Global Corporation
          (the
          Company) as of December 31, 2005, and the related statements of operations,
          deficiency in assets, and cash flows for the years ended December 31, 2005
          and
          2004. These financial statements are the responsibility of the Company’s
          management. Our responsibility is to express an opinion on these financial
          statements based on our audits.
 
 We
          conducted our audits in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit to obtain reasonable assurance about whether the
          financial
          statements are free of material misstatement. The Company is not required
          to
          have, nor were we engaged to perform, an audit of its internal control
          over
          financial reporting. Our audits included consideration of internal control
          over
          financial reporting as a basis for designing audit procedures that are
          appropriate in the circumstances, but not for the purpose of expressing
          an
          opinion on the effectiveness of the Company’s internal control over financial
          reporting. Accordingly, we express no such opinion. An audit also includes
          examining, on a test basis, evidence supporting the amounts and disclosures
          in
          the financial statements. An audit also includes assessing the accounting
          principles used and significant estimates made by management, as well as
          evaluating the overall financial statement presentation. We believe that
          our
          audits provide a reasonable basis for our opinion.
 
 In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of Interlink Global Corporation
          as of
          December 31, 2005, and the results of their operations, deficiency in
          assets and cash flows for the years ended December 31, 2005 and 2004, in
          conformity with U.S. generally accepted accounting principles.
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. As discussed in Note 2 to the financial
          statements, the Company was a development stage company, has used, rather
          than
          provided, cash from operating activities, has a working capital deficiency,
          and
          incurred a loss for the year ended 2005 of approximately $1,617,836. These
          factors, and others, raise substantial doubt about the Company’s ability to
          continue as a going concern. The ability of the Company to continue operations
          is subject to its ability to secure additional capital to meet its obligations
          and to fund operations. Management’s plans in regard to
          these
          matters are also described in Note 2 to the financial statements. The financial
          statements do not include any adjustments that might result from the outcome
          of
          this uncertainty.
 
 /s/ Dohan
                  and
                  Company, CPA'sMiami,
                  Florida
                  September
                    1, 2006


Interlink
                    Global CorporationContents
 PageBalance
                    Sheet as of December 31, 2005
                1Statements
                    of Operations for the years ended December 31, 2005 and
                    2004
                2Statements
                    of Deficiency in Assets for the years ended December 31, 2005
                    and
                    2004
                3Statements
                    of Cash Flow for the years ended December 31, 2005 and
                    2004
                4Notes
                    to Financial Statements
                5-
                    12
 
  Interlink
        Global Corporation
 Balance
        Sheet
 as
        of
        December 31, 2005
 AssetsCurrent
                    assets:Cash
                    and cash equivalents
                
                
                
                
                $
                1,444,709Accounts
                    receivable
                
                
                
                
                
                6,742Employee
                    advance
                
                
                
                
                
                1,5001,452,951Property
                    and equipment:Telecommunications
                    equipment
                
                $
                307,795Furniture
                    and fixtures
                
                
                6,387Other
                    equipment
                
                
                9,894Software
                
                
                900324,976Less
                    accumulated depreciation
                
                
                (6,715
                )318,261Deferred
                    tax asset, less valuation allowance of $322,357 and$79,682,
                    respectively
                
                
                
                
                
                -Loan
                    closing cots, less accumulated amortization of $12,944
                
                
                
                
                
                220,056Deposits
                
                
                
                
                
                37,266Total
                    assets
                
                
                
                
                $
                2,028,534LiabilitiesCurrent
                    liabilities:Accounts
                    payable
                
                
                
                
                $
                98,865Accrued
                    expenses
                
                
                
                
                
                21,608Notes
                    payable
                
                
                
                
                
                405,000Senior
                    convertible note, current portion
                
                
                
                
                
                1,285,7151,811,188Non-current
                    liabilities:Advances
                    from officer
                
                
                
                
                
                25,000Senior
                    convertible note, net of current portion
                
                
                
                
                
                714,285Total
                    liabilities
                
                
                
                
                
                2,550,473Deficiency
                    in assetsCommon
                    stock, 100 million shares authorized, par value $.001,22,554,063
                    shares issued and 33,393,392 shares outstanding
                
                
                
                
                
                33,394Stock
                    subscription receivable
                
                
                
                
                
                (304,869
                )Deferred
                    consulting fees
                
                
                
                
                
                (179,000
                )Deficit
                
                
                
                
                
                (71,464
                )Total
                    deficiency in assets
                
                
                
                
                
                (521,939
                )Total
                    liabilities and deficiency in assets
                
                
                
                
                $
                2,028,534Note:
                    As a result of the quasi reorganization as described more fully
                    inNote
                    6, amount of deficit eliminated against additional paid-in capital
                    as
                    ofDecember
                    31, 2005.
                
                
                
                
                $
                2,082,174See
                    accompanying notes.
  1
  Interlink
                      Global CorporationStatements
                      of OperationsFor
                      the years ended December 31, 2005 and
                      2004
  2005
                
                2004Revenues
                
                $
                13,388,489
                
                $
                -Cost
                    of sales
                
                
                13,199,235
                
                
                -Gross
                    profit
                
                
                189,254
                
                
                -General
                    and administrative expenses:Consulting
                    and technical services
                
                
                317,000
                
                
                -Amortization
                    of deferred consulting fees
                
                
                146,000
                
                
                -Legal
                    and professional fees
                
                
                226,884
                
                
                -Salaries
                    and wages
                
                
                385,278
                
                
                -Travel
                    and entertainment
                
                
                97,164
                
                
                -Rent
                
                
                52,705
                
                
                -Payroll
                    taxes
                
                
                35,642
                
                
                -Write-off
                    of bad debt
                
                
                343,000
                
                
                -Telecommunications
                
                
                36,763
                
                
                -Organization
                    costs
                
                
                25,100
                
                
                -Office
                
                
                20,630
                
                
                -Amortization
                    of loan closing costs
                
                
                12,944
                
                
                -Other
                
                
                117,478
                
                
                1,445Total
                    expenses
                
                
                1,816,588
                
                
                1,445Loss
                    before other income (expenses)and
                    income taxes
                
                
                (1,627,334
                )
                
                (1,445
                )Other
                    income (expenses):Gain
                    on settlement of trade debt
                
                
                4,953
                
                
                -Interest
                    income
                
                
                3,416
                
                
                -Other,
                    net
                
                
                1,129
                
                
                -Loss
                    before income taxes
                
                
                (1,617,836
                )
                
                (1,445
                )Income
                    taxes
                
                
                -
                
                
                -Net
                    loss
                
                $
                (1,617,836
                )
                $
                (1,445
                )Weighted
                    average shares outstanding -basic
                    and diluted
                
                
                14,655,802
                
                
                11,472,729Net
                    loss per share-basic and diluted
                
                $
                (0.11
                )
                $
                (0.00
                )See
                    accompanying notes.
   2
  Interlink
                    Global CorporationStatements
                    of Deficiency in AssetsFor
                    the years ended December 31, 2005 and
                    2004
  Additional
                
                Stock
                
                DeferredCommon
                    Stock
                
                Paid-in
                
                Subscription
                
                ConsultingShares
                
                Par
                    Value
                
                Capital
                
                Receivable
                
                Fees
                
                Deficit
                
                TotalBalances
                    as of December 31, 2003
                
                
                11,472,667
                
                $
                11,473
                
                $
                509,876
                
                
                -
                
                
                -
                
                
                ($534,357
                )
                
                ($13,008
                )Net
                    loss for 2004
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,445
                )
                
                (1,445
                )Balances
                    as of December 31, 2004
                
                
                11,472,667
                
                
                11,473
                
                
                509,876
                
                
                -
                
                
                -
                
                
                (535,802
                )
                
                (14,453
                )Activity
                    for 2005:Effect
                    of shares issued in merger
                
                
                14,968,218
                
                
                14,968
                
                
                (14,968
                )
                
                
                
                
                
                
                
                
                
                
                -Issuance
                    of common stock:For
                    cash
                
                
                1,012,037
                
                
                1,012
                
                
                831,238
                
                
                (300,000
                )
                
                
                
                
                
                
                
                532,250For
                    settlement of debt
                
                
                430,000
                
                
                430
                
                
                114,670
                
                
                
                
                
                
                
                
                
                
                
                115,100For
                    consulting and technical services
                
                
                317,000
                
                
                317
                
                
                316,683
                
                
                
                
                
                
                
                
                
                
                
                317,000For
                    deferred consulting fees
                
                
                325,000
                
                
                325
                
                
                324,675
                
                
                
                
                
                (325,000
                )
                
                
                
                
                -For
                    founder shares
                
                
                4,869,000
                
                
                4,869
                
                
                
                
                
                (4,869
                )Amortization
                    of deferred consulting fees
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                146,000
                
                
                
                
                
                146,000Net
                    loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,617,836
                )
                
                (1,617,836
                )Effect
                    of quasi reorganization
                
                
                
                
                
                
                
                
                (2,082,174
                )
                
                
                
                
                
                
                
                2,082,174
                
                
                -21,921,255
                
                
                21,921
                
                
                (509,876
                )
                
                (304,869
                )
                
                (179,000
                )
                
                464,338
                
                
                (507,486
                )Balances
                    as of December 31, 2005
                
                
                33,393,922
                
                $
                33,394
                
                $
                -
                
                $
                (304,869
                )
                $
                (179,000
                )
                $
                (71,464
                )
                $
                (521,939
                )
 See
            accompanying notes.
  3
  Interlink
                    Global CorporationStatements
                    of Cash FlowFor
                    the years ended December 31, 2005 and
                    2004
  2005
                
                2004Cash
                    flow from operating activities:Net
                    loss
                
                $
                (1,617,836
                )
                $
                (1,445
                )Adjustments
                    to reconcile net loss to net cash used inoperating
                    activities:Depreciation
                    expense
                
                
                6,715
                
                
                -Gain
                    on settlement of trade debt
                
                
                (4,953
                )
                
                -Issuance
                    of common stock for services
                
                
                317,000
                
                
                -Amortization
                    of deferred consulting fees
                
                
                146,000
                
                
                -Amortization
                    of loan closing costs
                
                
                12,944Changes
                    in current assets and current liabilities:Increase
                    in accounts receivables
                
                
                (6,742
                )
                
                -Increase
                    in employee advance
                
                
                (1,500
                )
                
                -Increase
                    in accounts payable
                
                
                98,865
                
                
                -Increase
                    in accrued expenses
                
                
                12,108
                
                
                1,445Net
                    cash used in operating activities
                
                
                (1,037,399
                )
                
                -Cash
                    flow from investing activities:Purchase
                    of property and equipment
                
                
                (324,976
                )
                
                -Increase
                    in deposits
                
                
                (37,266
                )
                
                -Net
                    cash used in investing activities
                
                
                (362,242
                )
                
                -Cash
                    flow from financing activities:Issuance
                    of common stock for cash
                
                
                532,250
                
                
                -Issuance
                    of common stock for settlement of debt
                
                
                115,100
                
                
                -Net
                    proceeds from senior convertible note
                
                
                1,767,000
                
                
                -Net
                    increase in other notes payable
                
                
                405,000
                
                
                -Proceeds
                    from note payable to officer
                
                
                25,000
                
                
                -Net
                    cash provided from investing activities
                
                
                2,844,350
                
                
                -Change
                    in cash
                
                
                1,444,709
                
                
                -Balance
                    of cash and short-term cash investments:Beginning
                    of year
                
                
                -
                
                
                -End
                    of year
                
                $
                1,444,709
                
                $
                -Supplemental
                    disclosures:Cash
                    paid during the period for:Interest
                
                $
                -
                
                $
                -Income
                    taxes
                
                $
                -
                
                $
                -In
                    addition to amounts reflected above, common stock was issued
                    for:Shares
                    issued for consulting and technical services
                
                $
                317,000
                
                $
                -Shares
                    issued for settlement of debt
                
                $
                115,100
                
                $
                -See
                    accompanying notes.
  4




INTERLINK
        GLOBAL CORPORATION
 NOTES
        TO
        FINANCIAL STATEMENTS
 DECEMBER
        31, 2005 AND 2004
 
 **Note
        1 Organization and Summary of Significant Accounting
        Policies**
 
 Nature
        of Operations
  The
        Company provides telecommunications applications utilizing hardware and software
        that enables its domestic and world-wide users to access the worldwide Internet
        as transmission medium for telephone calls locally and throughout the world.
        The
        sale of Internet telephony is made possible using Voice over Internet Protocol
        (“VoIP”).
 
 Organization
  In
        1987, **Hawaii Ventures, Inc.** (HVI)
        was organized under the laws of the State of Utah as a public company for
        the
        purpose of acquiring a participation interest in any and all types of businesses
        and products. HVI’s stock offering was a “blind pool” offering.
  In
        1992,
        the Company acquired privately-held **Infinity
        Worldwide Trading Corp.** ,
        a New
        York company, and changed its name to Infinity Worldwide Inc. (IWI). The
        principal business of the IWI became the purchase of discounted and surplus
        consumer products for resale in Eastern Europe. This venture eventually failed
        and IWI had been dormant since mid-1994 through mid-January, 2005.
 
 On
        January 12, 2005, IWI effectuated a merger with **Interlink
        Global Corp.** ,
        a
        Florida corporation, acquiring the issued and outstanding shares of that
        company
        and liquidating it. Simultaneously, the state of incorporation was changed
        to
        Nevada and the entity’s name was changed to **Interlink
        Global Corporation** (Company). The stock symbol was changed to ILKG.
 
 Cash
        and Cash Equivalents
  The
        Company considers all highly liquids debt instruments with an original maturity
        of three months or less at the date of purchase to be cash
        equivalents.
 
 Property
        and Equipment
  Property
        and equipment are recorded at cost. Depreciation is recorded under the
        straight-line method over the estimated useful lives of the assets (ten years
        as
        of December 31, 2005), commencing in the month after acquisition. Expenditures
        for additions and betterments are capitalized; maintenance and repairs are
        charged to expense. When items of property and equipment are sold or retired,
        the related costs and accumulated depreciation are removed from the accounts
        and
        any gain or loss is included in operations.
 
 Revenue
        Recognition
  Revenue
        for voice, data and other services to end-users are recognized in the month
        in
        which the service is provided. Amounts invoiced and collected in advance
        of
        services provided are recorded as deferred revenue. Revenues for carrier
        interconnection and access are recognized in the month in which the service
        is provided.
 
 Advertising
        and Marketing Costs
  Advertising
        and marketing costs are charged to operations in the period incurred.
        Advertising and marketing expense for the year ended December 31, 2005 was
        $8,815 and there were no expenses for the year ended December 31,
        2004.
  Research
        and Development
  Included
        in salaries and wages expenses incurred during the year ended December 31,
        2005,
        is approximately $39,000 allocated to Research and Development expenses.
 Income
        Taxes
  The
        Company follows the provisions of Statement of Financial Accounting Standards
        No. 109 (SFAS 109), "Accounting for Income Taxes." SFAS 109 is an asset and
        liability approach that requires the recognition of deferred tax assets and liabilities
        for the expected future tax consequences of the difference in events  that
        have
        been recognized in the Company's financial statements compared to
        the tax
        returns.
  5
  **Note
        1 Organization and Summary of Significant Accounting Policies
        (Continued)**
 
 Fair
        Value of Financial Instruments
  Financial
        instruments, including cash, receivables, securities, accounts payables,
        and
        notes payables are carried at amounts which reasonably approximate their
        fair
        value due to the short-term nature of these amounts or due to variable rates
        of
        interest which are consistent with market rates.
 
 Use
        of
        Estimates
  The
        preparation of financial statements in conformity with generally accepted
        accounting principles 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
        and
        the reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates.
 
 Concentrations
        of Business and Credit Risks
  Financial
        instruments that potentially subject the Company to concentrations of business
        and credit risks consist primarily of trade accounts receivables. The Company
        provides credit in the normal course of business to its customers and performs
        ongoing credit evaluations of those customers. Management recognizes estimated
        bad debts based upon its evaluation of factors surrounding the credit risk
        of
        specific customers, historical trends and other information.
 
 The
        Company maintains cash balances in four accounts in a U.S. bank; these balances
        sometimes exceed the FDIC limit of $100,000 per account. As of December 31,
        2005, the Company had approximately $1.3 million that exceeded the FDIC
        limit.




For
      the
      year ended December 31, 2005, total sales to the Company's three largest
      customers approximated $9.7 million, 72.4% of total revenues. Customer A
      approximated revenues of $4.1 (30.6%); customer B approximated revenues of
      $3.4
      million (25%); and customer C approximated revenues of $2.2 million
      (16.8%).




For the year ended December 31, 2005, total purchases from
      the
      Company's three largest suppliers approximated $9.8 million, 74.3% of total
      cost
      of sales. Customer A approximated revenues of $4.4 (33.5%); customer B
      approximated revenues of $3.2 million (24.5%); and customer C approximated
      revenues of $2.1 million (16.3%).


The
        Company operates worldwide. Consequently, the Company’s ability to collect the
        amounts due from customers may be affected by economic fluctuations in each
        of
        the geographical locations in which the Company provides its services,
        principally Central and South America and Asia. The Company is dependent
        upon
        certain major customers, key suppliers, and contractual agreements, the absence
        of which may affect the Company’s ability to operate its telecommunications
        business at current levels.
 
 Basic
        and Fully Diluted Net Loss Per Common Share
  The
        Company follows the provisions of Statement of Financial Accounting Standards
        No. 128 (SFAS 128), "Earnings Per Share." SFAS No. 128 requires companies
        to
        present basic earnings (loss) per share (EPS) and diluted EPS, instead of
        primary and fully diluted EPS presentations that were formerly required.
        Basic
        EPS is computed by dividing net income or loss by the weighted average number
        of
        common shares outstanding during each year. For the years presented, the
        Company
        had no potentially dilutive instruments.
 
 Impairment
        of Long-Lived Assets
  The
        Company follows FASB Statement No. 144 (SFAS 144), “Accounting for the
        Impairment of Long-Lived Assets.” SFAS 144 requires that long-lived assets to be
        held and used are review for impairment whenever events or charges in
        circumstances indicate that the related carrying amount may not be recoverable.
        When required, impairment losses on assets to be held and used are recognized
        based on the fair value of the asset. Long-lived assets to be disposed of,
        if
        any, are reported at the lower of carrying amount or fair value less cost
        of
        sell.
 
 Recently
        Issued Accounting Pronouncements
  In
        December 2004, the FASB issued SFAS No. 123 (revised 2005) “Share-Based
        Payments”, which is a revision of SFAS No. 123, “Accounting for Stock-Based
        Compensation”. SFAS No. 123(R) supersedes APB Opinion No. 25 Accounting for
        Stock Issued to Employees and amends SFAS No. 95, “Statement of Cash Flows”.
        Generally, the approach in SFAS No. 123(R) requires all share-based payments
        to
        employees, including grants of employee stock options, to be recognized in
        the
        income statement based on their fair values. Pro forma disclosure is no longer
        an alternative. The new standard will be effective for the company in the
        first
        interim or annual reporting period beginning after December 15, 2005. The
        Company expects the adoption of this standard will have a material impact
        on its
        financial statements assuming employee
        stock options are granted in the future.
  6
 
 **Note
        1 Organization and Summary of Significant Accounting Policies
        (Continued)**
 
 In
        November 2004, the FASB issued Statement of Financial Accounting Standards
        No.
        151, “Inventory Costs — an amendment of ARB No. 43, Chapter 4,” or SFAS 151, in
        an effort to conform U.S. accounting standards for inventories to International
        Accounting Standards. SFAS 151 requires idle facility expenses, freight,
        handling costs and wasted material (spoilage) costs to be recognized as
        current-period charges. It also requires that the allocation of fixed production
        overheads to the costs of conversion be based on the normal capacity of the
        relevant production facilities. SFAS 151 will be effective for inventory
        costs
        incurred during fiscal years beginning after June 15, 2005. We do not expect
        the
        adoption of SFAS 151 to have a material impact on our financial condition
        or our
        results of operations.
 
 In
        December 2004, the FASB issued Statement of Financial Accounting Standards
        No.
        153, “Exchanges of Non-monetary Assets - an amendment of APB Opinion No. 29,” or
        SFAS 153. The amendments made by SFAS 153 are based on the principle that
        exchanges of non-monetary assets should be measured based on the fair value
        of
        the assets exchanged. The amendment also eliminates the narrow exception
        for
        non-monetary exchanges of similar productive assets and replaces it with
        a
        broader exception for exchanges of non-monetary assets that do not have
        commercial substance. The provisions of SFAS 153 are effective for non-monetary
        asset exchanges occurring in fiscal periods beginning after June 15, 2005.
        We do
        not expect the adoption of SFAS 153 to have a material impact on our financial
        condition or our results of operations.
 
 The
        adoptions of these new pronouncements have not and, other than as noted above,
        are not expected to have a material effect on the Company’s financial position
        or results of operations.
 
 **Note
        2 Going Concern and Management’s Plans**
 
 Through
        June 30, 2005, the Company was a development stage enterprise; operating
        activities commenced during the latter part of the third quarter of the year.
        As
        reflected in the accompanying financial statements, the Company incurred
        a net
        loss of approximately $1.6 million for the year ended December 31, 2005 due
        principally to expenses incurred for general and administrative expenses
        and
        payroll. To date, the Company has not generated significant recurring gross
        profit; and the limited gross profit for the current year will not be sufficient
        to sustain the operations. The ability of the Company to continue as a going
        concern is dependent upon its ability to obtain financing and achieve profitable
        operations. The Company’s strategy is to acquire operating entities established
        in the telecommunication industry. The plan also includes raising equity
        capital
        through private stock offerings. The financial statements do not include
        any
        adjustments that might be necessary should the Company be unable to continue
        as
        a going concern.
 
 The
        Company anticipates increased cash flows from 2006 sales activities; however,
        additional cash will still be needed to support operations. Management believes
        that it can raise capital from various funding sources, as described further
        in
        Note 9: (i) Note and Warrant Purchase Agreement; (ii) Issuance of Convertible
        Debentures; and (iii) Additional Financing Arrangements. When these net proceeds
        are added to budgeted sales and current working capital, management believes
        that the cash flow will be sufficient to sustain operations through January
        1,
        2007. However, if budgeted sales levels are not achieved and / or if significant
        unanticipated expenditures occur, or if the Company is unable to obtain the
        necessary funding, the Company may have to modify its business plan, reduce
        or
        discontinue some of its operations or seek a buyer for all or part of its
        assets
        to continue as a going concern through 2006.
  7
 **Note
        3 Property and Equipment**
 
 Property
        and equipment consisted of the following:
 
 Telecommunications
                  equipment
              
              $
              82,795Telecommunications
                  equipment not yet placed in service
              
              
              225,000Furniture
                  and fixtures
              
              
              6,387Other
                  equipment
              
              
              9,894Software
              
              
              900324,976Less
                  accumulated depreciation
              
              
              (6,715
              )Total
              
              $
              318,261
 
 Telecommunications
        equipment not yet placed in service consists of a previously used earth
        satellite station, Class 5A switch for local and long distance switching,
        routers, VoIP equipment and other fiber optic and peripheral equipment purchased
        in December, 2005, from an unrelated party for $225,000. Of this amount,
        $155,000 was outstanding as of December 31, 2005, and repaid in 2006, plus
        interest of $3,000. The equipment was placed in service during the first
        quarter
        of 2006.
 
 **Note
        4 Income Taxes**
  As
        of
        December 31, 2005, the Company had a net operating loss carry forward of
        approximately $2.1 million. This loss may be carried forward to offset federal
        income taxes in various future years through the year 2025. During 2005,
        there
        was a significant ownership change in the Company as defined in Section 382
        of
        the Internal Revenue Code. As a result of these changes, the Company's ability
        to utilize net operating losses available before the ownership change is restricted
        to a percentage of the market value of the Company at the time of
        the ownership change. Therefore, substantial net operating loss carry forwards
        will, in
        all
        likelihood, be reduced or eliminated in future years due to the change
        in ownership.
 
 A
        deferred tax asset has been provided to record the effect of the cumulative
        tax
        losses. Due to the uncertainty as to whether these losses will be realized,
        the
        Company has provided a valuation allowance equal to the amount of the
        deferred tax asset of $322,357. A reconciliation of income taxes at statutory
        rates with the reported taxes is as follows:
  2005
              
              2004Net
                  loss for the year
              
              $
              1,617,836
              
              $
              1,445Expected
                  income tax recovery
              
              
              242,675
              
              
              217Unrecognized
                  current benefit of operating losses
              
              
              (242,675
              )
              
              (217
              )Total
                  income taxes
              
              $
              0
              
              $
              0
 
 The
        Company has filed extensions for income tax returns for the years ended December
        31, 2003, 2004, and 2005. The Company is not in compliance with the reporting
        requirements of the Internal Revenue Services, as these returns are past
        due.
        They are expected to be filed in the fourth quarter of 2006.
 
 **Note
        5 Issuance of Series A Senior Convertible Note**
 
 On
        November 29, 2005, the Company issued a Series A Senior Convertible Note
        for $2
        million, resulting in net proceeds of $1,767,000; the notes bear interest
        at ten
        percent and mature on May 29, 2007. Closing costs
        of
        $233,000 are being amortized over eighteen months, commencing in December
        2005.
        One- **** fourteenth
        (1/14 th )
        of the
        principal and all accrued but unpaid interest is due monthly; the principal
        and
        accrued interest may be paid in registered shares of the Company’s common stock
        at a conversion price equal
        to
        85% of the average closing bid price for the ten trading days preceding the
        payment due date. See Note
        9
        (Repayment of Notes).
  8
 
 In
        connection with this agreement, the Company issued warrants to purchase an
        aggregate of 6,181,822 shares of common stock (at an exercise price of $.75
        per
        share): (i) 5,454,546 to the note holders and (ii) 727,276 to the placement
        agents. Regarding the warrants to the note holders, the expiration dates
        and
        exercise prices are as follows: 1,818,182 in November 2010; 1,818,182 in
        November 2012; and 1,818,182 in November 2013. All warrants to the placement
        agents expire on November 29, 2013 the exercise prices are as follows: 181,819
        ($1.10 per share); 181,819 ($1.50 per share); 181,819 ($2.25 per share);
        and
        181,819 ($3.25 per share).
 
 **Note
        6 Equity Transactions**
 
 Quasi
        Reorganization
  The
        Board
        of Directors has authorized a quasi reorganization effective December 31,
        2005.
        In this regard, the accompanying balance sheet has been restated to reflect
        the
        elimination of the deficit of $7,653,305 as of December 31, 2005 against
        the
        additional paid- in capital account.
 
 Shares
        Issued per Merger
  In
        February 2005, pursuant to the merger agreement (per Note 1 above), the Company
        effected a one share for three share reverse stock split and issued a net
        total
        of 13,149,680 restricted shares of common stock, recorded
        at par value. Retroactive effects of the reverse stock split and the merger
        have
        been reflected in these statements.
 
 In
        March
        2005, the Company’ transfer agent placed a total of 10,889,859 shares in reserve
        as security for shares lost by shareholders in lieu of a bond. These shares
        are
        considered outstanding, but unissued. Subsequently, 50,000 shares were issued
        and removed from the reserve. These share transactions have been recorded
        at par
        value.
  Shares
        Issued for Cash
  During
        March and April 2005, the Company issued 1,012,037 shares of restricted
        common stock for cash, in a private placement, for total net proceeds (after
        related costs and expenses) of $832,250. Pursuant to a settlement
        agreement signed in May, 2005, the investment bankers / consultants agreed
        to
        pay an additional $600,000 for shares previously issued. The first payment
        of
        $300,000 was received in May, 2005. The second
        instalment is recorded as stock subscriptions receivable; and, although
        originally due by June, 2005, management believes that the amount will be
        paid
        during the fourth quarter of 2006.
 
 Shares
        Issued for Services
  During
        the year, the Company issued 317,000 restricted shares of common stock for
        various technical and consulting services, including investor relations,
        corporate restructuring, private placements and financing projects. The shares
        were valued at $1 per share and an expense of $317,000 was recognized for
        the year.
 
 Shares
        Issued for Settlement of Notes Payable
  As
        of
        December 31, 2005, the Company owed a total of $365,100 to one of its investor
        consultants. Subsequent to year-end, the Company negotiated a settlement
        for
        cash consideration of $250,000 (without interest) and the issuance of 430,000
        restricted shares of common stock.
  Shares
        Issued for Current and Future Consulting Services
  In
        May
        2005, the Company issued 250,000 restricted shares of common stock pursuant
        to a
        consulting agreement for investor relations and other services to be rendered.
        The transaction was recorded at $250,000. The Company recorded this amount
        as
        deferred consulting fees and is amortizing the cost over the term of the
        agreement (from May 2005 through August 2006).
  9
 
 In
        June
        2005, the Company issued 75,000 shares of restricted common stock pursuant
        to a
        consulting agreement for research reporting services. The transaction was
        recorded at $75,000. The Company recorded
        this amount as deferred consulting fees and is amortizing the cost over the
        term
        of the agreement (from June 2005 through June 2007).
 
 As
        of
        December 31, 2005, fees of $146,000 have been amortized to expense; the balance
        of $179,000 is expected to be amortized to operations in the years 2006
        ($161,000) and 2007 ($18,000).
  Shares
        Issued to Founder
  In
        June and July 2005, the Company issued 4,869,000
        shares to entities controlled by its current Chief Executive Officer, Anastasios
        Kyriakides, for forming and establishing the Company in 2004.
  **Note
        7 Terminated Agreements**
 
 In
        November, 2004, Interlink Global Corp. entered into an agreement to sell
        3,333,334 shares of its issued and outstanding common stock in exchange for
        99
        percent of a Chilean corporation. On November 28, 2005,
        the
        Board of Directors authorized the rescission of this agreement due to the
        inability to obtained necessary
        information from this corporation; such information was required to enable
        the
        Company to complete its audit and bring its SEC filings current in order
        to
        become a reporting publicly traded corporation.
 
 In
        August
        2005, the
        Company agreed to acquire 100% of a New Jersey based Internet provider, for
        $62,000 plus 1,250,000 shares of restricted common stock. The Company, upon
        conducting its due diligence, determined that there were material
        misrepresentations and omissions of facts. Accordingly, the Company's legal
        counsel has informed the owner of the New Jersey company that the Company
        has
        rescinded the transaction and has cancelled the shares. The Company has made
        a
        formal demand for the $62,000; due to the
        uncertain collectibility of this claim, the amount has been written-off in
        the
        accompanying statement of operations for the year ended December 31, 2005,
        pending formal litigation against the New Jersey based company. See Note
        9
        (Litigation with Assai, Inc.).
 
 In
        October 2005, the Company agreed to acquire 51% of the outstanding shares
        of a
        broadband network company for $1 million, of which $281,000 was paid as of
        December 31, 2005, and 1,250,000 shares of restricted common stock were issued.
        On December 31, 2005, the Board of Directors authorized the rescission of
        this
        agreement due to the receipt of misleading information and the inability
        to
        obtain various corroborating information from this corporation; such information
        was necessary to enable the Company to complete its audit and bring its SEC
        filings current in order to become a reporting publicly traded corporation.
        The
        Company has made a formal demand for the return of this money; due to
        the uncertain ollectibility of the balance, the amount has been written-off
        in
        the accompanying statement of operations for the year ended December 31,
        2005,
        pending further collection efforts.
 
 **Note
        8 Commitments and Contingencies**
 
 Contract
  Effective
        December 2, 2005, the Company executed an agreement with a third party to
        provide various 911 emergency data for use by the Company in its data centers.
        The three-year agreement has a monthly minimum fee of $3,000 in year one,
        $2,500
        in year two and $5,000 in year three. In addition, the Company has paid a
        deposit of $10,000.
 
 Employment
        Agreement
  The
        Company has entered into an employment agreement with its Chief Executive
        Officer. The agreement is effective through December 31, 2008 and provides
        for
        an annual base salary of $52,000 plus certain bonuses and awards if the Company
        achieves certain profitability levels and adopts certain incentive compensation
        plans. As of December 31, 2005, none of these incentive arrangements and
        plans
        had been realized.
  10
 
 **Note
        8 Commitments and Contingencies (Continued)**
 
 Leases
  The
        Company leases its office facilities and a switch room and antenna pad space
        for
        its telecommunications equipment. The leases are effective through May 31,
        2008,
        and December 31, 2007, respectively. Minimum rental payments, including sales
        tax and monthly electricity expense, are as follows:
 
 Year2006
              
              $
              196,0532007
              
              
              196,0532008
              
              
              27,274$
              419,380
 
 In
        addition, the Company has paid deposits aggregating $27,266.
 
 Joint
        Ventures
  During
        2005, the Company entered into various tentative agreements and memorandums
        of
        understanding regarding joint ventures and similar arrangements to conduct
        business activities with various foreign and domestic entities. No recordable
        transactions have occurred pursuant to such arrangements through the date
        of
        this report.
 
 **Note
        9 Subsequent Events**
 
 Acquisition
        of Venezuelan Company
  In
        June
        2005, the Company entered into an agreement to acquire the stock
        of a Venezuelan corporation. Effective March 15, 2006, the Company signed a
        Share Purchase Agreement (the “Agreement”) with Nera ASA, a Norwegian company
        (“Nera”), to acquire all of the issued and outstanding common stock of
        Communication Networks Holdings, Ltd., an exempted company incorporated and
        existing under the laws of Bermuda (“CNH”). The acquisition included CNH’s
        ownership of all of the issued and outstanding capital stock of
        Telecomunicaciones NGTV, S.A., a Venezuelan corporation engaged in the provision
        of telecommunication services (“NGTV”).
 
 Subject
        to the terms of the Agreement, the Company purchased CNH, free from any lien,
        charges and encumbrances, for a purchase price of $1.75 million, (“Cash
        Consideration”). Under the terms of the Agreement, the Company has agreed to
        inject into NGTV, within 150 days of the closing date, $2 million in order
        to
        fund the investment and working capital needs of NGTV. Of this amount, $979,179
        will be exclusively used to fund unpaid salaries and severance obligations
        of
        NGTV. On August 3, 2006, the Company’s Board of Directors authorized the
        issuance of four million shares of restricted stock (fifty cents per share)
        for
        compliance with this provision of the Agreement.
 
 As
        part
        of further negotiations of a debt reduction program and for further additional
        negotiations for the purchase of CNH, the Company utilized the services of
        Lane
        Bridge Overseas, Ltd., a British Virgin Islands company (“Lane”), an affiliate
        of Nera. In consideration of such services, the Company has granted Lane
        an
        exclusive and irrevocable purchase option through December 31, 2009, for
        two
        million shares the Company’s common stock, quoted on the OTC market in the
        United States, at a sale price of one cent per share. Based upon the per
        share
        price of fifty cents per share for the payment of the Cash Consideration
        as
        discussed in the preceding paragraph, these two million shares will be valued
        at
        fifty cents per share.
 
 Issuance
        of Series B Senior Convertible Notes
  On
        February 28, 2006, the Company issued two Series B Senior Convertible Notes
        for $1,297,550, resulting in net proceeds of $1,142,635; the notes bear interest
        at ten percent and mature on August 28, 2007. Closing costs of $154,915 will
        be
        amortized over the term of the loan, commencing in March 2006. One-fourteenth
        (1/14 th )
        of the
        principal and all accrued but unpaid interest is due monthly; the principal
        and accrued
        interest may be paid in registered shares of the Company’s common stock at a
        conversion price equal to 85% of the average closing bid price for the ten
        trading days preceding the payment due date.
  11
 
 **Note
        9 Subsequent Events (Continued)**
  In
        connection with this agreement, the Company issued warrants to purchase an
        aggregate of 5,882,222 shares of common stock: (i) 5,190, 198 to the note
        holders and (ii) 692,024 to the placement agents. Regarding the warrants
        to the
        note holders, the expiration dates and exercise prices are as follows: 1,730,066
        in February 2011($1.50 per share); 1,730,066 in February 2013 ($2.25 per
        share);
        and 1,730,066 in February 2013 ($3.25 per share). Regarding the warrants
        to the
        placement agents, the expiration dates and exercise prices are as follows:
        173,006 in February 2013 ($.75 per share); 173,066 in February 2011 ($1.50
        per
        share); 173,006 in February 2013 ($2.25 per share); and 173,006 in February
        2016
        ($3.25 per share).
 
 Repayment
        of Notes
  For
        both
        the Series A Senior Convertible Note, dated November 29, 2005, and the two
        Series B Senior Convertible Notes, dated February 28, 2006, one-fourteenth
        (1/14 th )
        of the
        principal and all accrued but unpaid interest was to be repaid monthly,
        commencing April 2006 and July 2006, respectively. In consideration of the
        Company reducing the exercise prices of the warrants to $1.05 per share,
        the
        note holders have agreed to delay payment until January 2007. ****
 
 Registration
        of Restricted Stock
  In
        accordance with the abovementioned Series A Senior Convertible Note and Note
        and
        Warrant Purchase Agreement, the Company was obligated to file a registration
        statement within forty five days of the closing dates. Inasmuch that a
        registration statement was not filed within that period, the Company is
        obligated to pay liquidated damages of 1.5 percent per month based upon the
        principal balance (not to exceed nine percent). Accordingly, the Company
        is
        obligated to issue an additional 163,636 warrants with an exercise price
        of
        $1.10 per share and 155,706 warrants with an exercise price of $.75 per
        share.
 
 Issuance
        of Convertible Debentures
  In
        May
        and June 2006, the Company issued 11% convertible debentures aggregating
        $48,500. The debentures are due December 31, 2009 and provides for a conversion
        price of $1.25 per share.
 
 Additional
        Financing
  In
        July
        2006, the Company signed a Placement Agent Agreement for the proposed private
        placement of up to $5 million of the Company’s common stock. As compensation for
        its services, the placement agent is to be paid ten percent of such
        financing.
 
 In
        addition, in August 2006, the Company signed a letter of intent for additional
        financing of up to $1 million in two years, 7% convertible notes; as
        compensation for its services, the placement agent is to be paid seven percent
        of such financing.
 
 Litigation
        with Strategic Computer Solutions, Inc.
  In
        June
        2006, legal counsel for the Company answered a complaint from Strategic Computer
        Solutions, Inc. (“SCS”), a computer equipment supplier, filed in the state court
        of New York in Onondaga County (Case No. NY
        0672208) regarding a claim for a balance owed for certain computer
        equipment purportedly ordered by the Company. Although the equipment was
        purportedly delivered to an address that was given to SCS, an authorized
        Company
        personnel did not sign for the delivery. Counsel for the Company is vigorously
        contesting the case and feels that the outcome will be favorable.
 
 Litigation
        with Assai, Inc.
  On
        August
        18, 2006, the Company filed a lawsuit against Assai, Inc. (“Assai”) and Mr. Siba
        Padhi, the owner, agent and principal of Assai, in connection with an agreement
        to acquire 100% of Assai’s voting common stock on August 2005 (as further
        described in Note 7 above). The Company has determined that Mr. Padhi had
        made
        many material misrepresentations and omissions of facts regarding the value
        of
        Assai. As
        a
        result, the Company has sued for rescission of the purchase agreement and
        the
        transactions contemplated therein. The amount in controversy is approximately
        $75,000, exclusive of interest and costs.
  12


**INDEX
      TO EXHIBITS.**





IndexNo.
            
            Description2.1
            
            Share
                Exchange Agreement dated as of January 12, 2005 by and between Infinity
                Worldwide, Inc. and Interlink Global Corporation, a Florida
                Corporation.3.1
            
            Certificate
                of incorporation of the registrant (1)3.2
            
            Bylaws
                of the registrant (1)4.1
            
            Form
                of Series A Warrant (2)4.2
            
            Form
                of Series B Warrant (2)4.3
            
            Form
                of Series C Warrant (2)4.4
            
            Form
                of Series D Warrant (2)4.5
            
            Form
                of Series E Warrant (2)4.6
            
            Form
                of Series F Warrant (2)4.7
            
            Form
                of Series A Convertible Note (2)4.8
            
            Form
                of Series B Convertible Note (2)4.9
            
            Registration
                Rights Agreement dated as of November 29, 2005 by and between the
                Vicis
                Capital Master Fund and the Registrant (2)4.10
            
            Registration
                Rights Agreement dated as of February 28, 2006 by and among certain
                lenders and the Registrant (2)4.11
            
            Form
                of Placement Agent Series A Warrant (2)4.12
            
            Form
                of Placement Agent Series B Warrant (2)4.13
            
            Form
                of Placement Agent Series C Warrant (2)4.14
            
            Form
                of Placement Agent Series D Warrant (2)4.15
            
            Form
                of Placement Agent Series E Warrant (2)4.16
            
            Form
                of Placement Agent Series F Warrant (2)4.17
            
            Form
                of Placement Agent Series G Warrant (2)4.18
            
            Form
                of Placement Agent Series H Warrant (2)4.19
            
            Form
                of 11% Convertibe Debenture (2)10.1
            
            Employment
                Agreement between Anastasios Kyriakides and the Registrant dated
                November
                12, 2004 (2)10.2
            
            Note
                and Warrant Purchase Agreement between Vicis and the Registrant dated
                as
                of November 29, 2005 (2)10.3
            
            Note
                and Warrant Purchase Agreement between certain lenders and the Registrant
                dated as of February 28, 2006 (2)10.4
            
            Amendment
                to Note and Warrant Purchase Agreement between certain lenders and
                the
                Registrant dated on or about October 10, 2006 (2)10.5
            
            Nortel
                GSP Switch Sales Agreement dated as of December 12, 2005 by and among
                Petroleum Communication Holdings, Inc., the Registrant, and Y-Tel
                International, Inc.(2)




13




10.6
            
            Share
                  Purchase Agreement dated as of March 15, 2006 by and between the
                  Registrant and NERA ASA. (1)10.7
            
            Share
                  Purchase Option Agreement dated as of March 15, 2006 by and between
                  the
                  Registrant, Lane Bridge Overseas Ltd. (1)10.8
            
            Lease
                Agreement by and between Carrierhouse Corp.
                and the Registrant dated December 9, 2005. (2)10.9
            
            Office
              Lease dated as of June 1, 2005 by and between Waterford Centre, Inc.
              and
              the Registrant.10.10
            
            Agreement
              for 911 Services dated as of December 2, 2005 is entered into by and
              between 911 Services, LLC and the Registrant.10.11
            
            Reciprocal
              Carrier Services Agreement by and between 011 Unplugged Wholesale and
              the
              Registrant.14.1
            
            Code
                of Ethics (2)21.1
            
            List
                of subsidiaries (2)31.1
            
            Certification
                of Chief Executive Officer (2)31.2
            
            Certification
                of Chief Financial Officer (2)32.1
            
            Section 1350
                Certification of Chief Executive Officer (2)32.2
            
            Section 1350
                Certification of Chief Financial Officer (2)(1)
            
            Previously
                filed.(2)
            
            Included
                herewith




14