**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
  **FORM 10-KSB**
  **(Mark
                  one)**X
              **ANNUAL
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**
                **SECURITIES
                  EXCHANGE ACT OF 1934****For
                  the fiscal year ended December 31, 2006****Or**
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**
                **SECURITIES
                  EXCHANGE ACT OF 1934**
  **For
        the transition period from  _______________
        to** ______________**.**
  **Commission
        file number-**033-20033-D
  **INTERLINK
        GLOBAL CORPORATION**
 
 **NEVADA**
                *(State
                  or other jurisdiction of incorporation or
                  organization)*
              
              **42-1655043**
                *(I.R.S.
                  Employer Identification No.)***1100
                  NW 163 Drive**
                **Miami,
                  Florida**
                *(Address
                  of principal executive offices)*
              
              **33169**
                *(Zip
                  Code)*
  (Issuer's
          Telephone Number) (305) 261-2007
  **Securities
        registered under Section 12(g) of the Exchange Act:**
  **Title
                  of each
                  class**
              
              **Name
                  of each exchange**
                **on
                  which
                  registered**Common
                  Stock, par value $0.001 per share
              
              None
  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     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. 
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
        Yes     No X
  The
        issuer's gross revenue for fiscal year ended December 31, 2006, was:
        $5,888,845
  State
        the
        aggregate market value of the voting and non-voting common equity held by
        non-affiliates computed by referenced to the price at which the common equity
        was sold, or the average bid and asked price of such common equity, as of
        a
        specific date within the past 60 days. (See definition of affiliates in rule
        12b-2 of the Exchange Act).
  Note:
        If
        determining whether a person is an affiliate will involve an unreasonable
        effort, the issuer may calculate the aggregate market value of the common
        equity
        held by non-affiliates on the basis of reasonable assumptions, if assumptions
        are stated.
  As
        of June
        30, 2007 the issuer had 41,298,460 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     No X
   
   **Interlink
        Global Corporation**
 **FISCAL
        YEAR 2006 FORM 10-KSB ANNUAL REPORT**
  **INDEX**
  **PART
                      I**
                  **Page**Item
                    1.
                  Description
                    of Business
                  1Item
                    2.
                  Description
                    of Property
                  14Item
                    3.
                  Legal
                    Proceedings
                  15Item
                    4.
                  Submission
                    of Matters to a Vote of Security Holders
                  15**PART
                      II**Item
                    5.
                  Market
                    for Common Equity and Related Stockholder Matters
                  15Item
                    6.
                  Management's
                    Discussion and Analysis or Plan of Operation
                  16Item
                    7.
                  Financial
                    Statements
                  17Item
                    8.
                  Changes
                    in and Disagreements with Accountants on Accountingand Financial Disclosure
                  19Item
                    8/A.
                  Controls
                    and Procedures
                  19Item
                    8/B.
                  Controls
                    and Procedures
                  19**PART
                      III**Item
                    9.
                  Directors,
                    Executive Officers, Promoters and Control Persons; Compliance
                    with
                    Section 16(a) of the Exchange Act
                  20Item
                    10.
                  Executive
                    Compensation
                  23Item
                    11.
                  Security
                    Ownership of Certain Beneficial Owners and Management and Related
                    Stockholder Matters
                  24Item
                    12.
                  Certain
                    Relationships and Related Transactions
                  25Item
                    13.
                  Exhibits
                  25Item
                    14.
                  Principal
                    Accountant Fees and Services
                  25Signatures
                  
                  26Certifications
                  
                  28
 2
 
 **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 and market our future
                  products;
 ·
              our
                  ability to protect our intellectual property rights and operate
                  our
                  business without infringing upon the intellectual 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.
 
 ***We
        require additional financing to sustain our operations and without it we
        may not
        be able to continue operations.***
 
 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.
  3
   **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, our
        Company acquired privately-held, Infinity Worldwide Trading Corp., a New
        York
        company, and changed our name to Infinity Worldwide, Inc.  However,
        our  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, we 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
        has
        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 named Infinity Worldwide, Inc. was changed to Interlink Global
        Corporation (“Interlink”).
  Interlink
        Global Corp., was organized in Florida in November, 2004. Our corporate offices
        are located at 1100 NW 163rd Driv e,
        No.
        Miami, FL 33169.  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.
  On
        March
        15, 2006, Interlink acquired Communication Networks Holdings, Ltd.,
        (CNH).
  The
        acquisition included CNH’s ownership of all issued and outstanding capital stock
        of Telecomunicaciones NGTV, S.A., a Venezuelan corporation engaged in the
        provision of telecommunication services (NGTV).
 On
        November 3, 2006, Interlink acquired 66% of MetroIP Colombia S.A. (MetroIP),
        a
        telecommunication company located in Barranquilla, Colombia.
 
 **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.
 
 ***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.
 
 ***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.***
 
 Interlink
        Global common stock is quoted on the OTC Bulletin Board and is thinly
        traded.
  4
 
 **General
        (cont)**
 
 ***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
        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 owns approximately 18.44% of
        our
        common stock as of  December 31, 2006. This stockholder, 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.
 
 ***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.
 
 **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 Publicly 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.1 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 enjoy the following additional features: 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 sell
        at a
        discount or provide at no cost an analog telephone adapter for residential
        customers to use with Interlinks 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.
   
 1However, extra charges may apply based on the location of the selected
        tariff zone, the applicability of local tolls in that zone, and any
        interprovider contractual restrictions that may exist.
  5
  **Products
        and Services (cont)**
   We
        offer
        US customers the ability to retain their existing phone number when they
        switch
        to Interlink, subject to service availability in their current number’s tariff
        zone.
  ***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.
  We
        cannot
        predict the effect of technological changes, such as changes relating to
        emerging wire line 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.
  **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
        payment structure which permits us to receive payment for long distance calls
        terminated to our customers, regardless of whether they originate from the
        PSTN
        or another broadband telephony provider.
  **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 both Colombia and Venezuela (and will soon offer the service
        in
        Ecuador) through our own subsidiary wireless infrastructure.  This
        service is provided to large enterprise customers, as well as small business
        and
        residential customers so that they may have a better connectivity offer than
        that, which can be obtained from the traditional incumbent
        providers.
  6
 
 **Products
        and Services (cont)**
 
  **Satellite Connectivity**
  Interlink
        also offers satellite connectivity through is satellite hub in Miami. Through
        this hub (and with appropriate equipment on the remote side) Interlink Global
        Corp. can offer satellite connectivity to almost anywhere in the
        world.
  Our
        9.3
        meter dish satellite can service 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, fiber optic lines, and satellite
        links.
  **Industry
        Background**
  **Residential
        Wire line 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 cellular
        telephones and other factors.
  Residential
        wire line 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 wire line 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
        numbers shown herein (adjusted for population) are indicative of the true
        market
        size that we have available in the various countries where we operate, or
        plan
        to operate.
  7
  **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.  [Because of Interlink geographical focus, we should include
        statistics and forecasts regarding Latin America’s broadband market
        potential]
  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
        wire line 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 soft switches or software, both of which are less expensive
        than
        circuit switches. In addition, traditional wire line 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).
  8
 
 **VoIP
        Communications and Providers (cont)**
   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.
  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
        Colombia) and alternative voice communications providers (such as Interlink
        Global, Vonage and Skype).
  While
        all
        of these companies provide residential VoIP communications services, traditional
        wire line 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 projects 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.
  9
  **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 *always*offers a solid
        value at a competitive price. This, in turn, creates significant brand loyalty
        and reduces churn. 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.
  **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
        provide low priced and or 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 in South America. 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.
  10
  **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.
  **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 in-house sales group which oversees our
        registered sales agents; our reseller marketing program; and our Refer-a-Friend
        program.
  **Supply
        Chain Partners**
 
 Our
        most
        significant variable cost on a per subscriber basis is the customer premises
        equipment, the Analogue Telephone Adapter (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 now
        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 Signal C for an ATA device that was functionally similar
        to
        those offered by Motorola and Cisco but which cost 30% less. We are now
        purchasing from another Asian company, a more advanced version with a smaller
        form factor, and better feature set. 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.
  **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
 
 ·
              other
                  VOIP operating companies
 
 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.
 
 11
 
 **Competition
        (cont)**
 
 
 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 Radio Network, 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 in Spain 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.
  **Our
        principal competitors include:**
 
 ·
              Spain’s
                  Telefonica S.A., which provides through its affiliates 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
                  (but also fixed-network, Internet, data transmission, telex and
                  telegraphy) services in Argentina (through its ownership stake
                  in Telecom
                  Argentina held through Nortel Inversora), Bolivia, Brazil (through
                  its
                  wholly-owned TIM Brasil Group), and Paraguay, 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, the  use new or emerging voice and data transmission services or
        technologies that are not widely available in Latin America, such as
        wireless-based systems dedicated to data and voice distribution services
        provides us with a current advantage. But we can not guarantee
        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. We believe that increasing competition
        will result in increased pricing pressures. We have  faced 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 place greater emphasis on data
        telecommunications and as other companies enter the Latin American
        telecommunications market. These price and margin declines have also
        accelerated, and will likely continue to do so, as new competitors enter
        our
        markets.
 
 The
        principal barriers to entry for prospective providers of private
        telecommunications network services such as ours are the development of the
        requisite understanding of customer needs and the technological, commercial
        experience, comprehension of, and experience with, the complex regulatory
        environments in Latin America and the Caribbean, infrastructure to provide
        quality services to meet those needs, and working capital.
  12
 
 **Competition
        (cont)**
   ***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);
 -           compliance
        with foreign laws; and
 -           changes
        in domestic and foreign governmental policies.
 
 **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
 
 Our
        software utilized 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.
  13
  **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.
  ***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 has 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:
  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.
  14
  **GOVERNMENT
        REGULATION (cont)**
 
 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.
 
  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 was implemented and tested.
  **RESEARCH
        AND DEVELOPMENT**
 
 We
        have
        not expended material amounts on research and development in calendar year
        2005
        or 2006.
 
 **EMPLOYEES**
 
 We
        have 10
        employees all of whom work on a full-time basis.  As of
        December  31, 2006, our Venezuelan subsidiary, NGTV, has 44 full-time
        employees and 61 part-time employees, our Colombian subsidiary, MetroIP,
        has 5
        full-time employees .  We consider our relationships with our
        employees to be good.
  15
  **Item
        2. *Description of Property***
 
 The
        Company leases a switch room and antenna pad space for its telecommunications
        equipment.
  The
        office
        is located at 1100 NW 163rd Drive,
        Miami, Florida 33169.  The leases are effective through May 31,
        2008.   We believe the facilities located in Miami to be in
        satisfactory condition for the purposes required.  Minimum annual
        rental payments, including sales tax and monthly electricity expense, aggregate
        $196,053. As of December 31, 2006, the net book value of property, plant
        and
        equipment in Venezuela (transmission equipment, land and furniture and fixtures)
        approximated $5.5 million.
 
 NGTV,
        the
        Company’s wholly-owned subsidiary, leases a 4,120 square feet headquarters at
        Caracas, Venezuela.  The lease was for two years with expiration date
        on September 2007 for approximately $7,000 per month plus
        utilities.  Lease was renewed for two years with expiration date at
        September 2009. Each year the lease is adjusted according to
        inflation.  We believe facilities located in Venezuela to be in
        satisfactory condition for the purpose required.
 
 **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 on 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.
  On
        May
        2007,  the case was settled and the Company received back all one
        million shares, and all claims were satisfied.
 
 On
        May 3,
        2006, Strategic Computer Solutions (“SCS”) filed an action 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.  Ultimately, the Company prevailed and won summary
        judgment.
 
 Interlink
        has long had a relationship with TBeck Capital, Aritex Consultants, Warren
        Street Investments, Victoria, et al (collectively referred to as TBeck).
        TBeck
        was engaged as the investment banker and funds raising company for Interlink
        Global Corporation. Remuneration was in the form of stock issues and repayment
        of  loans to the company.  A Settlement Agreement was
        reached between TBeck Capital  and Interlink Global Corp., in amount
        of $10,000, payable to TBeck,  dated August 2, 2007 –
mutual  release of all claims by all parties to this
        relationship.
 
 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, 2006, we
        were not a party to any material litigation, claim or suit whose outcome
        we
        believe have a material effect on our financial statements.
 
 **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, 2006.
  16
 
 **PART
        II**
 
 **Item
        5. *Market for Common Equity and Related Stockholder
        Matters***
 
 **Market
        Information**
 Our
        common
        stock was 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
              $1.95
              
              $0.85Fourth
                Quarter
              $1.75
              
              $0.35
 
 On
        December 31, 2006, the closing price our common stock on the Pink Sheets
        was
        $0.85 and there were approximately 179 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 - None**
 
 **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;**•**
              
              stability
                  of foreign regimes, specifically Venezuela;
  17
  **FORWARD-LOOKING
        STATEMENTS (cont)**
 
 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.
 
 **QUASI-REORGANIZATION**
 
 The
        Board
        of Directors 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
        $7,653,305 as of December 31, 2005, against the paid- in capital
        account.
 
 **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:
 
 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) for compliance with this provision of the Agreement.
 
 **MATTERS
        EFFECTING SHORT-TERM OR LONG-TERM LIQUIDITY (cont)**
  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 one cent per share. These shares will
        be
        valued at the abovementioned per share price of fifty cents.
 
 **CHANGES
        IN FINANCIAL STATEMENT BALANCES**
  **Financial
        Condition – Balance Sheet**
 
 Net
        fixed
        assets increase by $6,012,840, an increase of 1,889%.  Increase was
        due to acquisition of two subsidiaries during 2006. Total assets increase
        by
        $6,260,783, increase of 309%.  Increase was due to acquisition of two
        subsidiaries during 2006. Current liabilities increase by $2,125,557, increase
        of 117.  Increase was due to decrease in Senior debentures (current
        portion) and increase in all other current liabilities due to acquisition
        of two
        subsidiaries during 2006.
  Total
        liabilities increase by $5,584,595, increase of 219%.  Increase was
        due to new issuance of Senior debentures and increase in all other long term
        liabilities due to acquisition of two subsidiaries during 2006.
 Total
        equity increase by $690,197, increase of 132%.  Increase is due to new
        capital.
  During
        our
        fiscal year ended December 31, 2006, funds have been raised from two primary
        sources: (i) from the issuance of restricted common stock and (ii) from a
        note
        offering  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.
 Maturity
        date was extended to December 31, 2007.
 
 18
  **Results
        of Operations**
 
 Gross
        revenues for 2006 decreased by $7,499,644, a decrease of
        56%.  Decrease is due to reclassification of arbitrage revenue net of
        Cost of sale. Decrease in Gross Revenues is due to new accounting regulations
        dealing with arbitrage accounting.  Cost of sale decreased by
        $8,893,335, a decrease of 67%.  Decrease is due to reclassification of
        arbitrage expenses net of Gross revenues.  Decrease in cost of sale is
        due to new accounting regulations dealing with arbitrage
        accounting.  If stated comparably, our Gross Revenue for December 31,
        2006, were $11,739,641 and Cost of Sales were $10,231,509.
  Gross
        profit increase by $1,393,691, increase of 736%.  Increase is due to
        acquisition of two subsidiaries during 2006 and higher profit margin on new
        products.
  Total
        expenses increase by $3,909,913, increase of 215%. Increase was due to
        acquisition of two subsidiaries during 2006.
  Interest
        expense increase by $334,682, an increase of 98.99%.  Increase was due
        to new Senior debentures issued during 2006.
  Net
        loss
        increase by $3,050,168, an increase of 189%.  Increase was due to
        acquisition of two subsidiaries during 2006 and increase in Senior debentures
–
increase in interest expense.
 
 **LIQUIDITY
        AND CAPITAL RESOURCES**
  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 (1/14th)
        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
        (1/14th) 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
        (1/14th) 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 2008.
 
 **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.
  19
  **Revenue
        Recognition (cont)**
   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, in 2005.  However, Company’s Revenue
        is
        recorded on net basis in 2006.
 
 **Stock-Based
        Compensation**
 
 As
        of
        December 31, 2006, the Company has not issued any share based payments to
        its
        employees.
 
 **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 FirmAudited Balance
                Sheet as of December 31, 2006, and 2005Audited
                statements of operations for years ended December 31, 2006, and
                2005Audited
                statements of cash flows for years ended December 31, 2006, and
                2005Audited
                statements of deficiency in assets for years ended December 31, 2006,
                and 2005Notes
                to audited financial statements
  **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, 2006, 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.
 
 ***Item
        8/B. Other Information -***None.
 
 20
  **Item
        9.*Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the SEC.***
 
 **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
              59
              Chairman,
                  Chief Executive
                Officer
                  and Secretary
              February
                  2004Kenneth
                  A. Hosfeld
              56
              Executive
                  Vice President
                and
                  Director
              February
                  2004Bill
                  Rodriguez
              59
              Chief
                  Financial Officer
              April
                  2007Stephan
                  M. Gardner
              63
              Vice
                  President and Director
              November
                  2004Severino
                  Rivano
              61
              Vice
                  President, Marketing
                and
                  Director
              November
                  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.
  21
  **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 founder, and later,
        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 cable division employing
        over
        150 skilled employees.  Mr.Kyriakides, in 1979, was the founder and
        Chairman of Lexicon Corporation, the world 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).
 
 Bill
        Rodriguez, is a Florida Certified Public Accountant (CPA), he earned a bachelors
        degree from the University of Miami in Coral Gables, FL, with majors in
        Accounting and Business Administration.  He also earned a Master of
        Business Administration (MBA) from Nova Southeastern University in
        Davie, FL.  He has extensive accounting and financial reporting
        experience in Banking, Real Estate Brokerage, Property Management and
        telecommunication industries.  He was also an auditor/examiner for the
        Federal Deposit Insurance Corporation (FDIC).
  22
  **BUSINESS
        EXPERIENCE (cont)**
   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  Representative 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), Carrier, data, voice and
        Long
        distance operator in Venezuela since July 2006.
  **Board
        of Directors**
 
 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 2006.  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 2006.  The current members of the Audit Committee are
        Anastasios Kyriakides and Bill Rodriguez.
  Mr.
        Bill
        Rodriguez, 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. Rodriguez is
        not
        an elected director of the company.
 
 **DIRECTOR
        COMPENSATION**
 
 We
        have
        adopted a Code of Ethics as of October 4, 2006.
 
 23
  **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
        2006 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 and several other officers who earned
        more
        than $100,000 in fiscal year 2006.  These persons are referred to as
        our Named Executive Officers.
  **SUMMARY
                    COMPENSATION TABLE**ANNUAL
                    COMPENSATION
                
                LONG-TERM
                  COMPENSATION
                    AWARDSNAME
                    AND PRINCIPAL POSITION
                
                YEAR
                SALARY
                    ($)
                BONUS
                    ($)
                OTHER
                    ANNUAL COMPENSATION
                
                SECURITIES
                  UNDERLYING
                  OPTIONS
                    # OF
                  SHARESAnastasios
                    Kyriakides,
                
                2006
                $59,500
                NONE
                NONE
                
                NONEChairman,
                    CEO and
                  Secretary
                    and Director
                
                2005
                $57,550
                NONE
                NONE
                
                NONEKenneth
                  Hosfeld,
                
                2006
                $43,750
                NONE
                NONE
                
                NONEVP
                      and Director
                
                2005
                $50,700
                NONE
                NONE
                
                NONESeverino
                  Rivano,
                
                2006
                $25,700
                NONE
                NONE
                
                NONEVP
                      and Director
                
                2005
                $41,933
                NONE
                NONE
                
                NONEStephan
                  Gardner,
                
                2006
                $29,500
                NONE
                NONE
                
                NONEVP
                  and Director
                
                2005
                $34,500
                NONE
                NONE
                
                NONE
  **OPTION
        GRANTS TO EXECUTIVE OFFICERS IN 2006 - None**
 
 **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, 2006, none of these incentive arrangements and
        plans
        had been realized. The agreement is effective through December 31,
        2008.
  **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 December  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, 1100 NW
        163rd Drive,
        No. Miami, FL  33169.
 
 24
  **Item
        11.*Security Ownership of Certain Beneficial Owners and Management and
        Related Stockholder Matters (cont)***
  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 26,048,000 shares
        of
        common stock outstanding as of December 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 December  31, 2006. We
        did not deem these shares outstanding for purposes of computing the percent
        ownership of any other person.
  COMMON
                  STOCKNAME
                  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)
              18.44%Kenneth
                  Hosfeld
              2,329,000
              5.67%Stephan
                  M. Gardner
              1,800,000
              4.39%Severino
                  Rivano
              1,001,000
              2.44%All
                  Officers & Directors
                As
                  a Group (6 persons)
              13,349,000
              32.52%Total
              26,048,000
              63.46
 
 (1)
              Includes
                  600,000 Shares held by Anastasios & Maria Kyriadides as Joint Tenants,
                  3,669,000 Shares held by the [Maria, Nicholas, Stephanie, Peter
                  Kyriakides
                  Trust] and 3,300,000 Shares held by the [Maria, Nicholas, Stephanie,
                  Peter
                  Kyriakides Trust]
 
 
 **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.
 
 **Item
        12.*CERTAIN RELATIONSHIPS AND RELATED
        TRANSACTIONS***
  Due
        to
        Shareholder’s loan in amount of $349,883 was outstanding at December 31, 2006 –
one year term, no interest.
 
 **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 Accountants Fees and Services**
  The
        following table sets forth fees billed to Interlink Global Corporation by
        our
        auditors during the fiscal years ended December 31, 2006 and December 31,
        2005
        for:  services rendered for the audit of our annual financial
        statements and the review of our quarterly financial statements.
  December
                  31, 2006
              
              December
                  31, 2005Audit
                Fees
              $
                  80,438
              
              $
                  93,672
  25
  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 28th day of Sept., 2007.
  Interlink
                  Global CorporationBy:
              **/s/   Anastasios
                  Kyriakides****Anastasios
                  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****ANASTASIOS
                  KYRIAKIDES**
                **/s/ ANASTASIOS
                  KYRIAKIDES**
              
              **Chief
                  Executive****Officer,**
                **Chairman
                  and Secretary**
                **(Principal
                  Executive Officer)**
              
              **Sept.
                  28, 2007****BILL
                  RODRIGUEZ**
                **/s/
                  BILL RODRIGUEZ**
              
              **Chief
                  Financial Officer**
                **(Principal
                  Financial and Accounting Officer)**
              
              **Sept.
                  28, 2007****KENNETH
                  A. HOSFELD**
                **/s/
                  KENNETH A.
                  HOSFELD**
              
              **VP
                  & Director**
              
              **Sept.
                  28, 2007****SEVERINO
                  RIVANO**
                **/s/SEVERINO
                  RIVANO**
              
              **VP
                  & Director**
              
              **Sept.
                  28, 2007**
  26
   **REPORT
          OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM**
 
 
 To
          the
          Board of Directors and Stockholders
 Interlink
          Global Corporation
 Miami,
          Florida
 
 We
          have
          audited the accompanying consolidated balance sheet of Interlink Global
          Corporation and Subsidiaries (the Company) as of December 31, 2006, and
          the
          related consolidated statements of operations, stockholders’ equity, and cash
          flows for the years ended December 31, 2006 and 2005.  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, 2006 and 2005, and the results of their operations,
          stockholders’ equity and cash flows for the years ended December 31, 2006 and
          2005, 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 has used, rather than provided, cash
          from
          operating activities, has a working capital deficiency, and incurred a
          loss for
          the year ended 2006 of approximately $4,650,000.  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, CPAs
  Miami,
          Florida
 September
          21, 2007
  27
  **INTERLINK
                    GLOBAL CORPORATION AND SUBSIDIARIES****Consolidated
                    Balance Sheet****ASSETS****CURRENT
                    ASSETS****Cash
                    and equivalents**
                
                ****
                **40,477****Accounts
                    receivable, less allowance of $570,486**
                
                ****
                **957,534****Employee
                    advances**
                
                ****
                **10,187****Other
                    receivables**
                
                ****
                **46,332****Prepaid
                    expenses**
                
                ****
                **133,916****Loan
                    closing costs, current portion**
                
                ****
                **124,967****Deferred
                    tax asset less valuation allowance of $1,225,328**
                
                ****
                **-****Total
                    current assets**
                
                ****
                **1,313,413****Property
                    and Equipment****Telecommunications
                    Equipment**
                
                ****
                **12,108,341****Furniture
                    & Fixtures**
                
                ****
                **7,177****Other
                    Equipment**
                
                ****
                **15,499****Software**
                
                ****
                **17,089****Total
                    fixed assets**
                
                ****
                **12,148,106****Less
                    accumulated Depreciation**
                
                ****
                **(5,817,005**
                **)****Property
                    and equipment, net**
                
                ****
                **6,331,101****Prepaid
                    value added tax**
                
                ****
                **563,905****Deposits**
                
                ****
                **80,898****TOTAL
                    ASSETS**
                
                ****
                **8,289,317****LIABILITIES
                    AND STOCKHOLDERS' EQUITY****CURRENT
                    LIABILITIES****Accounts
                    payable**
                
                ****
                **2,667,489****Accrued
                    expenses**
                
                ****
                **185,969****Accrued
                    interest**
                
                ****
                **324,796****Notes
                    payable**
                
                ****
                **51,873****Senior
                    convertible debentures, current portion**
                
                ****
                **706,618****Total
                    current liabilities**
                
                ****
                **3,936,745****LONG-TERM
                    LIABILITIES****Advances
                    from officers**
                
                ****
                **259,883****Due
                    to stockholder**
                
                ****
                **90,000****Accrual
                    for labor indemnities**
                
                ****
                **866,360****Customer
                    deposits**
                
                ****
                **83,846****Other**
                
                ****
                **307,302****Senior
                    convertible debentures**
                
                ****
                **2,590,932****Total
                    long-term liabilities**
                
                ****
                **4,198,323****TOTAL
                    LIABILITIES**
                
                ****
                **8,135,068****Minority
                    Interest**
                
                ****
                **(14,009**
                **)****COMMITMENTS
                    AND CONTINGENCIES (NOTES 2, 5, AND 6)****STOCKHOLDERS'
                    EQUITY****Common
                    Stock: $0.001 par value,**
                
                ****
                **47,599****100,000,000
                    shares authorized; 47,598,922 shares issued****and
                    outsanding.****Additional
                    paid-in-capital**
                
                ****
                **4,846,118****Deficit**
                
                ****
                **(4,725,459**
                **)****TOTAL
                    STOCKHOLDERS' EQUITY**
                
                ****
                **168,258****TOTAL
                    LIABILITIES AND STOCKHOLDERS' EQUITY**
                
                ****
                **8,289,317*****See
                    accompanying notes.***
 **INTERLINK
                      GLOBAL CORPORATION AND SUBSIDIARIES****Consolidated
                      Statements of Operations****For
                      the years ended December 31,**
                  
                  **2006**
                  
                  
                  **2005****REVENUES**
                  
                  ****
                  **5,888,845**
                  
                  
                  ****
                  **13,388,489****COST
                      OF REVENUES**
                  
                  ****
                  **4,305,900**
                  
                  
                  ****
                  **13,199,235****GROSS
                      MARGIN**
                  
                  ****
                  **1,582,945**
                  
                  
                  ****
                  **189,254****GENERAL
                      AND ADMINISTRATIVE EXPENSES****Advertising**
                  
                  ****
                  **50,491**
                  
                  
                  ****
                  **-****Amortization
                      of deferred fees**
                  
                  ****
                  **431,211****Bad
                      debts**
                  
                  ****
                  **35,930**
                  
                  
                  ****
                  **343,000****Consulting
                      and Technical Services**
                  
                  ****
                  **299,307**
                  
                  
                  ****
                  **317,000****Depreciation**
                  
                  ****
                  **872,912**
                  
                  
                  ****
                  **158,944****Impairment
                      assets**
                  
                  ****
                  **581,358**
                  
                  
                  ****
                  **-****Professional
                      Fees**
                  
                  ****
                  **231,331**
                  
                  
                  ****
                  **226,884****Organization
                      costs**
                  
                  ****
                  **-**
                  
                  
                  ****
                  **25,100****Other
                      expenses**
                  
                  ****
                  **455,940**
                  
                  
                  ****
                  **138,108****Rent
                      and occupancy**
                  
                  ****
                  **393,847**
                  
                  
                  ****
                  **52,705****Salaries
                      and wages**
                  
                  ****
                  **1,550,473**
                  
                  
                  ****
                  **420,920****Taxes
                      and licenses**
                  
                  ****
                  **220,996**
                  
                  
                  ****
                  **-****Telecommunications**
                  
                  ****
                  **458,530**
                  
                  
                  ****
                  **36,763****Travel
                      and entertainment**
                  
                  ****
                  **144,175**
                  
                  
                  ****
                  **97,164****TOTAL
                      GENERAL AND ADMINISTRATIVE EXPENSES**
                  
                  ****
                  **5,726,501**
                  
                  
                  ****
                  **1,816,588****LOSS
                      BEFORE OTHER INCOME (EXPENSES)**
                  
                  ****
                  **(4,143,556**
                  **)**
                  
                  ****
                  **(1,627,334**
                  **)****OTHER
                      INCOME (EXPENSES)****Gain
                      on settlement**
                  
                  ****
                  **-**
                  
                  
                  ****
                  **4,953****Interest
                      income(expense)**
                  
                  ****
                  **(338,098**
                  **)**
                  
                  ****
                  **3,416****Other**
                  
                  ****
                  **(186,350**
                  **)**
                  
                  ****
                  **1,129****TOTAL
                      OTHER INCOME (EXPENSES)**
                  
                  ****
                  **(524,448**
                  **)**
                  
                  ****
                  **9,498****LOSS
                      BEFORE INCOME TAXES AND MINORITY INTEREST**
                  
                  ****
                  **(4,668,004**
                  **)**
                  
                  ****
                  **(1,617,836**
                  **)****PROVISION
                      FOR INCOME TAXES**
                  
                  ****
                  **-**
                  
                  
                  ****
                  **-****LOSS
                      BEFORE MINORITY INTERST**
                  
                  ****
                  **(4,668,004**
                  **)**
                  
                  ****
                  **(1,617,836**
                  **)****MINORITY
                      INTEREST**
                  
                  ****
                  **14,009**
                  
                  
                  ****
                  **-****NET
                      LOSS**
                  
                  ****
                  **(4,653,995**
                  **)**
                  
                  ****
                  **(1,617,836**
                  **)****Weighted
                      average shares outstanding - basic and diluted**
                  
                  ****
                  **36,806,198**
                  
                  
                  ****
                  **14,655,802****Net
                      Loss per share - basic and diluted**
                  
                  ****
                  **(0.13**
                  **)**
                  
                  ****
                  **(0.11**
                  **)*****See
                      accompanying notes.***
  **INTERLINK
                        GLOBAL CORPORATION AND SUBSIDIARIES****Consolidated
                        Statement of Stockholders' Equity****Additional**
                    
                    
                    **Stock**
                    
                    
                    **Deferred****Common
                        Stock**
                    
                    
                    
                    
                    
                    **Paid-In**
                    
                    
                    **Subscription**
                    
                    
                    **Consulting****Shares**
                    
                    
                    **Par
                        Value**
                    
                    
                    **Capital**
                    
                    
                    **Receivable**
                    
                    
                    **Fees**
                    
                    
                    **Deficit**
                    
                    
                    **Total****Balance
                        Dec 31, 2004**
                    
                    ****
                    **11,472,667**
                    
                    
                    ****
                    **11,473**
                    
                    
                    ****
                    **509,876**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **(535,802**
                    **)**
                    
                    ****
                    **(14,453**
                    **)****Effect
                        of shares issued in merger**
                    
                    ****
                    **14,968,218**
                    
                    
                    ****
                    **14,968**
                    
                    
                    ****
                    **(14,968**
                    **)**
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-****Issuance
                        of Common Stock****Cash**
                    
                    ****
                    **1,012,037**
                    
                    
                    ****
                    **1,012**
                    
                    
                    ****
                    **831,238**
                    
                    
                    ****
                    **(300,000**
                    **)**
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **532,250****Settlement
                        of debt**
                    
                    ****
                    **430,000**
                    
                    
                    ****
                    **430**
                    
                    
                    ****
                    **114,670**
                    
                    
                    
                    
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **115,100****Consulting
                        and technical**
                    
                    ****
                    **317,000**
                    
                    
                    ****
                    **317**
                    
                    
                    ****
                    **316,683**
                    
                    
                    
                    
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **317,000****Deferred
                        consulting fees**
                    
                    ****
                    **325,000**
                    
                    
                    ****
                    **325**
                    
                    
                    ****
                    **324,675**
                    
                    
                    
                    
                    
                    
                    ****
                    **(325,000**
                    **)**
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-****Founder
                        shares**
                    
                    ****
                    **4,869,000**
                    
                    
                    ****
                    **4,869**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **(4,869**
                    **)**
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-****Amortization
                        deferred fees**
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **146,000**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **146,000****Net
                        loss**
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **(1,617,836**
                    **)**
                    
                    ****
                    **(1,617,836**
                    **)****Effect
                        of Quasi reorganization**
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **(2,082,174**
                    **)**
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **2,082,174**
                    
                    
                    ****
                    **-****Sub-total**
                    
                    ****
                    **21,921,255**
                    
                    
                    ****
                    **21,921**
                    
                    
                    ****
                    **(509,876**
                    **)**
                    
                    ****
                    **(304,869**
                    **)**
                    
                    ****
                    **(179,000**
                    **)**
                    
                    ****
                    **464,338**
                    
                    
                    ****
                    **(507,486**
                    **)****Balance
                        at Dec 31, 2005**
                    
                    ****
                    **33,393,922**
                    
                    
                    ****
                    **33,394**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **(304,869**
                    **)**
                    
                    ****
                    **(179,000**
                    **)**
                    
                    ****
                    **(71,464**
                    **)**
                    
                    ****
                    **(521,939**
                    **)****Issuance
                        of common stock****Cash**
                    
                    ****
                    **7,419,000**
                    
                    
                    ****
                    **7,419**
                    
                    
                    ****
                    **1,066,688**
                    
                    
                    ****
                    **304,869**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **1,378,976****Services**
                    
                    ****
                    **235,000**
                    
                    
                    ****
                    **235**
                    
                    
                    ****
                    **234,765**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **235,000****Acquisition
                        of CNH/NGTV**
                    
                    ****
                    **6,000,000**
                    
                    
                    ****
                    **6,000**
                    
                    
                    ****
                    **2,994,000**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **3,000,000****Acquisition
                        of MetroIP**
                    
                    ****
                    **551,000**
                    
                    
                    ****
                    **551**
                    
                    
                    ****
                    **550,665**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **551,216****Deferred consulting fees**
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **179,000**
                    
                    
                    
                    
                    
                    
                    ****
                    **179,000****Net
                        loss**
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **(4,653,995**
                    **)**
                    
                    ****
                    **(4,653,995**
                    **)****Balance
                        at Dec 31, 2006**
                    
                    ****
                    **47,598,922**
                    
                    
                    ****
                    **47,599**
                    
                    
                    ****
                    **4,846,118**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **-**
                    
                    
                    ****
                    **(4,725,459**
                    **)**
                    
                    ****
                    **168,258*****See
                        accompanying notes.***
  
  **INTERLINK
                        GLOBAL CORPORATION AND SUBSIDIARIES****Consolidated
                        Statements of Cash Flows****For
                        the years ended December 31,**
                    
                    **2006**
                    
                    
                    **2005****Net
                        Loss**
                    
                    ****
                    **(4,653,995**
                    **)**
                    
                    ****
                    **(1,617,836**
                    **)****Adjustments
                        to reconcile net loss to cash used by operating
                        activities:****Depreciation
                        expense**
                    
                    ****
                    **872,912**
                    
                    
                    ****
                    **6,715****Gain
                        on settlement of trade debt**
                    
                    ****
                    **-**
                    
                    
                    ****
                    **(4,953**
                    **)****Bad
                        debt**
                    
                    ****
                    **61,635**
                    
                    
                    ****
                    **-****Impairment
                        of assets**
                    
                    ****
                    **546,230**
                    
                    
                    ****
                    **-****Issuance
                        of common stock for services**
                    
                    ****
                    **235,000**
                    
                    
                    ****
                    **317,000****Amortization
                        of deferred fees**
                    
                    ****
                    **411,004**
                    
                    
                    ****
                    **158,944****Changes
                        in assets and liabilities:****Increase
                        in accounts receivable**
                    
                    ****
                    **(159,368**
                    **)**
                    
                    ****
                    **(6,742**
                    **)****Increase
                        in other receivables**
                    
                    ****
                    **(1,934**
                    **)**
                    
                    ****
                    **(1,500**
                    **)****Increase
                        in accounts payable**
                    
                    ****
                    **1,141,144**
                    
                    
                    ****
                    **98,865****Increase
                        in accrued expenses**
                    
                    ****
                    **(273,192**
                    **)**
                    
                    ****
                    **12,108****Net
                        cash used in operating activities**
                    
                    ****
                    **(1,820,564**
                    **)**
                    
                    ****
                    **(1,037,399**
                    **)****Cash
                        Flows from Investing Activities:****Purchase
                        of property and equipment**
                    
                    ****
                    **(296,744**
                    **)**
                    
                    ****
                    **(324,976**
                    **)****Increase
                        in noncurrent assets**
                    
                    ****
                    **(743,374**
                    **)**
                    
                    ****
                    **(37,266**
                    **)****Payment
                        for purchase of Venezuelan company, net**
                    
                    ****
                    **(1,589,218**
                    **)**
                    
                    ****
                    **-****Net
                        cash used in investing activties**
                    
                    ****
                    **(2,629,336**
                    **)**
                    
                    ****
                    **(362,242**
                    **)****Cash
                        Flow from Financing activities:****Issuance
                        of common stock**
                    
                    ****
                    **2,063,473**
                    
                    
                    ****
                    **532,250****Issuance
                        of common stock for settlement of debt**
                    
                    ****
                    **-**
                    
                    
                    ****
                    **115,100****Proceed
                        from stock subscription receivable**
                    
                    ****
                    **304,869**
                    
                    
                    ****
                    **-****Net
                        proceeds from senior convertible notes**
                    
                    ****
                    **-**
                    
                    
                    ****
                    **1,767,000****Proceeds
                        from note payable to officer**
                    
                    ****
                    **144,840**
                    
                    
                    ****
                    **25,000****Proceeds
                        from due to stockholder**
                    
                    ****
                    **90,000**
                    
                    
                    ****
                    **-****Net
                        increase in other notes payable**
                    
                    ****
                    **442,486**
                    
                    
                    ****
                    **405,000****Net
                        cash provided from financing activities**
                    
                    ****
                    **3,045,668**
                    
                    
                    ****
                    **2,844,350****(Decrease)
                        Increase in cash**
                    
                    ****
                    **(1,404,232**
                    **)**
                    
                    ****
                    **1,444,709****Cash
                        and equivalents, beginning**
                    
                    ****
                    **1,444,709**
                    
                    
                    ****
                    **-****Cash
                        and equivalents, ending**
                    
                    ****
                    **40,477**
                    
                    
                    ****
                    **1,444,709****Supplemental
                        disclosures****Cash
                        paid for interest**
                    
                    **$**
                    **13,302**
                    
                    
                    **$**
                    **-****Cash
                        paid for income taxes**
                    
                    **$**
                    **-**
                    
                    
                    **$**
                    **-****Supplemental
                        disclosures for non-cash items:****Shares
                        for consulting and technical services**
                    
                    **$**
                    **235,000**
                    
                    
                    **$**
                    **317,000****Shares
                        issued for settlement of debt**
                    
                    **$**
                    **-**
                    
                    
                    **$**
                    **115,100*****See
                        accompanying notes.***
 **INTERLINK
            GLOBAL CORPORATION**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **December
            31, 2006 AND 2005**
 
 **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 telephone is made possible using Voice over Internet
            Protocol
            (“VoIP”). Our markets are located in Latin America (namely Venezuela and
            Colombia).
 
 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.
 
 Basis
            of presentation
 The
            accompanying consolidated financial statements include the accounts of
            Interlink
            Global Corporation, and it’s owned subsidiaries, Communication Networks
            Holdings, Ltd. (CNH) and MetroIP.  All significant inter-company
            accounts and transactions between Interlink Global Corporation and Subsidiaries
            for the periods presented have been eliminated in consolidation.
  Cash
            and Cash EquivalentsThe 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.
 
 Accounts
            receivable and allowance for Doubtful accounts
 Trade
            and
            other receivable are reported at face value less any provisions for
            uncollectible accounts considered
            necessary.  Accounts receivable primarily includes trade receivables
            from customers.
  The
            Company estimates doubtful accounts on an item-by-item basis and include
            over-aged accounts as
            part of
            allowance for doubtful accounts, which are generally accounts that are
            90 days
            or more overdue.
 Bad
            debt
            expense for year ended December 31, 2006 and December 31, 2005 were $61,635
            and
            $343, 000,
 respectively.
 
 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.
 
 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.
 
 1
  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
 The
            Company maintains in cash balances in various banks between the United
            States,
            Venezuela, and Colombia.  Balances maintained in a U.S. bank,
            sometimes exceed the FDIC limit of $100,000 per account.
 
 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 periods 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 reviewed 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.
 
 Impairment
            of  Goodwill
 Goodwill
            was recorded in the acquisition of MetroIP in the fourth quarter of
            2006.  Goodwill is tested for impairment annually in the last quarter
            of the calendar year, unless management believes events have occurred
            or
            circumstances have changed that would require testing.  Due to
            continued operating losses and cash flows being lower than expected through
            the
            second quarter of 2007, in December 2006, a goodwill impairment loss
            of $546,230
            was recognized. The fair value of goodwill was estimated using the expected
            present value of future cash flows.
 
 Reclassifications
            - Certain amounts in the prior year financial statements have been reclassified
            for comparative purposes to conform to the current year
            presentation.
 
 Fair
            Value of Financial Instruments - Cash, receivables, accounts payable, debt,
            accrued expenses and other liabilities 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 current market
            rates.
 
 Recent
            Accounting Pronouncements - In July 2006, the FASB issued FASB
            Interpretation No. ("FIN") 48, Accounting for Uncertainty in Income Taxes—an
            interpretation of FASB Statement No. 109. FIN 48 clarifies the accounting
            for
            uncertainty in income taxes recognized under SFAS No. 109, Accounting
            for Income
            Taxes. FIN 48 prescribes a recognition threshold and measurement attribute
            for
            financial statement recognition and measurement of a tax position taken
            or
            expected to be taken in a tax return and also provides guidance on various
            related matters such as derecognition, measurement and classification
            of income
            tax uncertainties, interest and penalties, and disclosure. FIN 48 also
            includes
            guidance concerning accounting for income tax uncertainties in interim
            periods
            and increases the level of required disclosures associated with any recorded
            income tax uncertainties. The differences between the amounts recognized
            in the
            statements of financial position prior to the adoption of FIN 48 and
            the amounts
            reported after adoption are to be accounted for as a cumulative-effect
            adjustment recorded to the beginning balance of retained earnings. FIN
            48 was
            effective beginning in fiscal year 2007 and did not have a material effect
            on
            the Company's consolidated financial position, consolidated results of
            operations, or liquidity.
  2
 
 Recent
            Accounting Pronouncements (cont)
 
 In
            September 2006, the FASB issued SFAS No. 157, Fair Value Measurements.
            This
            Statement defines fair value, establishes a framework for measuring fair
            value
            while applying generally accepted accounting principles, and expands
            disclosures
            about fair value measurements. SFAS No. 157 establishes a fair value
            hierarchy
            that distinguishes between (1) market participant assumptions based on
            market
            data obtained from independent sources and (2) the reporting entity's
            own
            assumptions developed based on unobservable inputs. The Company is still
            evaluating the impact of SFAS No. 157 on its financial statements, which
            is
 effective
            beginning in fiscal year 2008, but does not expect its adoption to have
            a
            material impact on its consolidated financial statements.
 
 In
            September 2006, the Securities and Exchange Commission ("SEC") issued
            Staff
            Accounting Bulletin No. 108, " Considering the Effects of Prior Year
            Misstatements when Quantifying Misstatements in Current Year Financial
            Statements " ("SAB 108"). SAB 108 provides interpretive guidance on how
            the effects
            of
            the carryover or reversal of prior year misstatements should be considered
            in
            quantifying a current year misstatement. The SEC staff believes that
            registrants
            should quantify errors using both a balance sheet and an income statement
            approach and evaluate whether either approach results in quantifying
            a
            misstatement that, when all relevant quantitative and qualitative factors
            are
            considered, is material. The provisions of SAB 108 were effective for
            the
            Company's fiscal year ending December 30, 2006. The adoption of SAB 108
            did not
            have a material impact on the Company's consolidated financial
            statement.
 
 **Note
            2 Going Concern and Management’s Plans**
 
 As
            reflected in the accompanying consolidated financial statements, the
            Company
            incurred a consolidated net (loss) of ($4,094,737) for year ended December
            31,
            2006 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
            consolidated 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 2007 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
            Notes 6 and 9: (i**)**Series B Senior Convertible Notes; (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, 2008. However, if budgeted sales levels are not achieved
            and
            / or if significant unanticipated expenditures occurs, 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
            2007.
 
 **Note
            3 Acquisitions**
 
 Communications
            Network Holdings (Venezuelan Company)
 
 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”).
 
 3
  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 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 of 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.
 
 **MetroIP
            (Colombian Company)**
 Effective
            November 3, 2006, the Company acquired a 66% equity interest in Metro
            IP
            Colombia S.A. (“Metroip”), a telecommunications company headquartered in
            Barranquilla, Colombia..
  **Note
            4 Property and equipment**
 
 Depreciation
            expense for year ended December 31, 2006 was $872,912 compared to $158,944
            for
            December 31, 2005. Typical fixed assets are made up of Office and computer
            equipment with normal life of 5 years – method used for depreciation is straight
            line.  The largest item in fixed asset deals with Telecommunication
            equipment with normal life of 7 years – method of depreciation is straight
            line.
 
 **Note
            5 Commitment**
 
 **Leases**
 
 Interlink
            accounts for occupancy leases as operating expenses – we do not have any
            capitalized leases. Lease
            commitment for next five years, as follows:
  Year
                  12/31/062007
                  138,4902008
                  145,415Total
                  283,905
  **Employment
            arrangement**
 We
            have
            entered into an Employment Agreement with our Chief Executive Officer,
            Anastasios Kyriakides, -the agreement was dated 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
            goals.
 As
            of
            December 31, 2006, none of these goals had been realized. The
            agreement is effective though December 31, 2008.
 
 4
  **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 on 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.  The case was settled – ILKG received back all
            shares and all claims were satisfied.
 
 On
            May 3,
            2006, Strategic Computer Solutions (“SCS”) filed an action 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.  .
 ILKG
            won
            summary judgment.
 
 Interlink
            has long had a relationship with TBeck Capital, Aritex Consultants, Warren
            Street Investments, Victoria, et al (collectively referred to as TBeck).
            TBeck
            was engaged as the investment banker and funds raising company for Interlink
            Global Corp. remuneration was in the form of stock issues and repayment
            of  loans to the company.  Settlement Agreement was reached
            between TBeck Capital  and Interlink Global Corp., dated August 2,
            2007 – mutual release of all claims.
 
 **Note
            6 Accrual for labor indemnities**
 
 Interlink
            purchased two subsidiaries – NGTV/CNH and MetroIP.  Foreign
            subsidiaries are required to record accrued unpaid labor fringe benefits
            (ie:
            vacation, sick days etc.)  These accruals become due and payable upon
            termination or severance of individual employees.
 
 **Note
            7 Income Taxes**
  As
            of
            December 31, 2006, the Company had a net operating loss carry forward
            of
            approximately $6.6 million. This loss may be carried forward to offset
            federal
            income taxes in various future years through the year 2026. 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.
  The
                        provision for income taxes are summarized as follows:
                    2006
                    
                    2005Current
                        tax, net of utilization of net operating loss
                        carry-forwardFederal
                    -
                    
                    -State
                    -
                    
                    -Total
                        current tax
                    -
                    
                    -Deferred
                        tax, net of utilization of net operating loss
                        carry-forwardFederal
                    -
                    
                    -State
                    -
                    
                    -Total
                        deferred tax
                    -
                    
                    -Total
                        income taxes
                    -
                    
                    -
 5
  The
            company files consolidated income tax returns with its two subsidiaries.
            Deferred income taxes and benefits for 2006 and 2005 are provided for
            certain
            income and expenses which are recognized in different periods for tax
            and
            financial reporting purposes.  The principal temporary differences
            that give rise to the deferred tax asset (liability) and the effects
            (computed
            at 20.0% in both years) that the changes in in those temporary differences
            had
            on the provision for deferred tax expense as follows:
  Items
                    
                    2006
                    
                    
                    2005Deferred
                        tax assets:Allowance
                        for bad debts
                    
                    $
                    114,097
                    
                    
                    
                    -Net
                        operating loss carry-forward
                    
                    
                    1,120,000
                    
                    
                    
                    -Total
                        deferred tax asset
                    
                    
                    1,234,097
                    
                    
                    
                    -Deferred
                        tax liability:Depreciation
                    
                    
                    (8,769
                    )
                    
                    
                    -Total
                        deferred tax liability
                    
                    
                    (8,769
                    )
                    
                    
                    -Less:
                        Valuation allowance
                    
                    
                    (1,225,328
                    )
                    
                    
                    -Net
                        deferred tax asset
                    
                    $
                    -
                    
                    
                    $
                    -
  A
            valuation allowance must be established to reduce deferred income tax
            benefits
            if it is more likely than not a portion of the deferred income tax benefits
            will
            not  be realized.  It is Management’s opinion that it is
            likely that the tax benefit will not be recognized in future
            years.  Therefore, a valuation allowance has been
            established.
 
 **Note
            8 Issuance of Series A and B Senior Convertible Notes**
 
 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 in February 2008. Closing costs of $233,000 are being
            amortized through that date. One-fourteenth (1/14th) of
            the principal
            and all accrued but unpaid interest is due monthly commencing in January
            2007;
            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.
 Accrued
            interest and principal on these notes were exchange for Common stock
            shares.
 
 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 in February 2008. Closing costs of $154,915
            are being
            amortized through that date, commencing in March 2006. One-fourteenth
            (1/14th) of
            the
            principal and all accrued but unpaid interest is due monthly, commencing
            in
            January 2007; 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 these agreements, the Company issued warrants to purchase
            an
            aggregate of 12,064,044 shares of common stock: (i) 10,644,744 to the
            note
            holders (at an exercise price of $1.05 per share) and (ii) 1,419,300
            to the
            placement agents (at varying exercise prices, ranging from $.75 to $3.25
            per
            share). The warrants to the note holders expire at varying dates through
            February 2016.
 
 6
  Registration
            of Restricted Stock
 In
            accordance with the abovementioned Series A and Series B Senior Convertible
            Notes, the Company was obligated to file a registration statement within
            forty
            five days of the closing dates. In as much 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
            240,000
            warrants with an exercise price of $.75 per share (for the Series A Notes)
            and
            155,706 warrants with an exercise price of $.75 per share for the Series
            B
            Notes.
  Registration
            of Restricted Stock
 In
            accordance with the abovementioned Series A and Series B Senior Convertible
            Notes, the Company was obligated to file a registration statement within
            forty
            five days of the closing dates. In as much 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
            240,000
            warrants with an exercise price of $.75 per share (for the Series A Notes)
            and
            155,706 warrants with an exercise price of $.75 per share for the Series
            B
            Notes.
 
 Registration
            of Restricted Stock
 In
            accordance with the abovementioned Series A and Series B Senior Convertible
            Notes, the Company was obligated to file a registration statement within
            forty
            five days of the closing dates. In as much 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
            240,000
            warrants with an exercise price of $.75 per share (for the Series A Notes)
            and
            155,706 warrants with an exercise price of $.75 per share for the Series
            B
            Notes.
 
 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.  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. As of March 31, 2006, 50,000 shares were issued and removed
            from the
            reserve. These share transactions have been recorded at par value.
 
 Shares
            Issued for Services
 During
            the
            three months ended March 31, 2006, the Company issued 235,000 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; expense of $235,000
            was recognized for the period.
 
 Shares
            Issued for Current and Future Consulting Services
 In
            May and
            June 2005, the Company issued 325,000 restricted shares of common stock
            pursuant
            to consulting agreements for investor relations, research reporting and
            other
            services to be rendered.  The transactions were recorded at $325,000.
            The Company recorded this amount as deferred consulting fees and is amortizing
            the costs over the terms of the agreements (through August 2006 and June
            2007).
 
 Shares
            Issued for Cash
 In
            April
            2006, the Company issued 555,000 shares of restricted common stock for
            $1 per
            share. No
            new
            shares have been issued for cash.
 
 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 provide for a conversion
            price of
            $1.25 per share.
 
 Additional
            Financing Arrangements
 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 was paid seven percent
            of
            such financing.
 
 7
  **Note
            10 Related party transactions.**
  Advances
            from Officers – the amount of $279,883 is due to officers within one
            year.
 Due
            to  Shareholders – the amount of $90,000 is due to Shareholders within
            one year.
 
 **Note
            11 Subsequent Events**
 
 Issuance
            of Convertible Debentures
 On
            March
            31, 2007, the Company issued Series D Senior Convertible Notes for $1,500,000,
            resulting in net proceeds of $1,415,300, the notes bear interest at twelve
            percent and mature in March 2011. Closing costs of $84,700 are being
            amortized
            through that date, commencing in April 2007.
  8
   **EXHIBITS.**
 
 4.10
              Registration
                  Rights Agreement dated as of February 28, 2006 by and among certain
                  lenders and the Registrant10.3
              Note
                  and Warrant Purchase Agreement between certain lenders and the
                  Registrant
                  dated as of February 28, 200610.4
              Amendment
                  to Note and Warrant Purchase Agreement between certain lenders
                  and the
                  Registrant dated 10/06.10.7
              Share
                  Purchase Agreement dated as of March 15, 2006 by and between the
                  Registrant and NERA ASA. (1)10.8
              Share
                  Purchase Option Agreement dated as of March 15, 2006 by and between
                  the
                  Registrant, Lane Bridge Overseas Ltd. (1)14.1
              Code
                  of Ethics21.1
              List
                  of subsidiaries31.1
              Certification
                  of Chief Executive Officer31.2
              Certification
                  of Chief Financial Officer32.1
              Section 1350
                  Certification of Chief Executive Officer32.2
              Section 1350
                  Certification of Chief Financial
                  Officer
  28