---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934

For the fiscal year endedNovember 30, 2007

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO __________

COMMISSION FILE NUMBER: **333- 139805**

INFOLINX COMMUNICATIONS
LTD.(Exact name of small business issuer as specified
in its charter)

|NEVADA                                           |                                  
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    | 98-0504670                       

180 Pemberton Avenue North Vancouver, British Columbia
V7P 2R5(604) 990-9368(Registrants telephone
number)

N/A(Former name, former address and former
fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, without ParValue

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

---

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

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this Chapter) is
not contained herein, and will not 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-K or any amendment to this Form 10-K.
[ ]

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act) Yes [   ]  
No [X]

Of the 17,893,810 shares of voting stock of the registrant
issued and outstanding as of February 28, 2008, 12,325,004 shares are held
by non-affiliates.

The aggregate market value of the voting stock held by
non-affiliates of the registrant as of February 28, 2008 was approximately $
$3,081,251based upon the closing price per share of the registrant's common
shares of $0.25 on that date.

The issuer had no revenues for the fiscal year ended November
30, 2007. Transitional Small Business Disclosure Format (check one) Yes
[   ]   No [X]

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

---

2

INFOLINX COMMUNICATIONS LTD.

TABLE OF CONTENTS

|               |                                                                                                                       | PAGE
|-------------- | --------------------------------------------------------------------------------------------------------------------- | ----
|               |                                                                                                                       |     
|PART
      I   |                                                                                                                       | 3   
|               |                                                                                                                       |     
|ITEM
      1.  | Description
      of Business                                                                                         | 3   
|               |                                                                                                                       |     
|ITEM
      2.  | Description
      of Property                                                                                         | 4   
|               |                                                                                                                       |     
|ITEM
      3.  | Legal
      Proceedings                                                                                               | 6   
|               |                                                                                                                       |     
|ITEM
      4.  | Submission
      of Matters to a Vote of Security Holders                                                             |     
|               |                                                                                                                       |     
|PART
      II  |                                                                                                                       | 7   
|               |                                                                                                                       |     
|ITEM
      5.  | Market
      for Common Equity and Related Stockholder Matters                                                        | 7   
|               |                                                                                                                       |     
|ITEM
      6.  | Managements
      Discussion and Analysis or Plan of Operation                                                        | 7   
|               |                                                                                                                       |     
|ITEM
      7.  | Financial
      Statements                                                                                            | 7   
|               |                                                                                                                       |     
|ITEM
      8.  | Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure                      | 7   
|               |                                                                                                                       |     
|ITEM
      8A  | Controls
      and Procedures                                                                                         | 7   
|               |                                                                                                                       |     
|PART
      III |                                                                                                                       | 7   
|               |                                                                                                                       |     
|ITEM
      9.  | Directors, Executive Officers, Promoters and Control Persons:
      Compliance with Section 16(a) of the Exchange Act | 13  
|               |                                                                                                                       |     
|ITEM 10.       | Executive Compensation                                                                                                | 14  
|               |                                                                                                                       |     
|ITEM
      11. | Security Ownership of Certain Beneficial Owners and Management                                                        | 14  
|               |                                                                                                                       |     
|ITEM 12        | Certain Relationships and Related Transactions                                                                        | 17  
|               |                                                                                                                       |     
|ITEM 13        | Exhibits and Reports on Form 8K                                                                                       | 17  
|               |                                                                                                                       |     
|ITEM 14        | Principal Accountant Fees and Services                                                                                | 17  

---

3

INFOLINX COMMUNICATIONS LTD.

FORM 10-KSB ANNUAL REPORT

FOR THE YEAR ENDED NOVEMBER 30, 2007

PART 1

ITEM
1.           Description of
Business

FORWARD-LOOKING STATEMENTS

This Form 10-KSB Annual Report for the year ended November 30,
2007 contains forward-looking statements that involve risks and uncertainties.
Forward-looking statements in this document include, among others, statements
regarding our capital needs, business plans and expectations. Such
forward-looking statements involve assumptions, risks and uncertainties
regarding, among others, the success of our business plan, availability of
funds, government regulations, operating costs, our ability to achieve
significant revenues, our business model and products and other factors. Any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expect",
"plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or
"continue", the negative of such terms or other comparable terminology. In
evaluating these statements, you should consider various factors, including the
assumptions, risks and uncertainties set forth in reports and other documents we
have filed with or furnished to the SEC, including, without limitation, our Form
SB-2 and amendments. These factors or any of them may cause our actual results
to differ materially from any forward-looking statement made in this document.
While these forward-looking statements, and any assumptions upon which they are
based, are made in good faith and reflect our current judgment regarding future
events, our actual results will likely vary, sometimes materially, from any
estimates, predictions, projections, assumptions or other future performance
suggested herein. The forward-looking statements in this document are made as of
the date of this document and we do not intend or undertake to update any of the
forward-looking statements to conform these statements to actual results, except
as required by applicable law, including the securities laws of the United
States.

---

4

Company History and Business

InfoLinx Communications Ltd. (The  Company) was incorporated
in the State of Nevada on August 28, 2006. On October 3, 2006, it was agreed
that InfoLinx Communications Ltd., a British Columbia corporation, would merge
with and into the Company pursuant to a written agreement. Under the terms of
the written agreement, the merger became effective when the appropriate merger
documents were filed with both the British Columbia Registrar of Companies and
the Nevada Secretary of State. On November 17, 2006, the merger became effective
and InfoLinx Communications Ltd., a British Columbia corporation, merged with
the Company. InfoLinx Communications Ltd., a British Columbia corporation, was
incorporated on October 23, 2000, and developed what became the Companys
business prior to the November 17, 2006 merger. In the merger, each share of
InfoLinx Communications Ltd., a British Columbia corporation, was converted into
one share of the Companys common stock, and it assumed the business and
operations of InfoLinx Communications Ltd., a British Columbia corporation. For
accounting purposes, the merger is deemed to be a continuation of InfoLinx
Communications Ltd., a British Columbia corporation, into the United States.

The Company has developed software that allows cable and
telecom TV operators to deliver on-demand, interactive television advertising
content on a digital TV channel called the InfoLinx Channel. Designed as a rival
to print advertising, the InfoLinx Channel will transmit local and national
advertising content that is currently distributed via newspapers, direct mail
and yellow pages type directories. The Companys InfoLinx Channel will display
separate, informative advertising categories at high speed, free of charge, and
in a user-friendly format. InfoLinx Channel is designed to provide targeted,
advertising content to digital TV customers, while maximizing network capacity.
The Company believes InfoLinx Channel will act, essentially, as an enhanced
interactive yellow pages type directory for products and services for a local
community.

The Company has yet to enter into any formal agreements with
cable and telecom operators to offer the InfoLinx Channel on their networks. The
Company has also not yet obtained any agreements with advertisers and these
agreements may take longer than anticipated, as the Company is a relatively new
entrant to the advertising sector. Once an InfoLinx Channel has been established
on a cable network, advertisers may want to go through a test period before
committing to fixed-term advertising contracts.

ITEM
2. **Description of Property**

Our executive offices are located at 180 Pemberton Avenue,
North Vancouver, British Columbia, Canada V7P 2R5. Our rent on that facility is
approximately $600 Canadian Dollars per month.

ITEM
3.****
Legal Proceedings

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5

Management is not aware of any legal proceedings (either presently
  engaged in or contemplated) by any government authority or any other party involving
  the Company, its properties or its products.

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

There were no matters submitted to a vote of security holders
during the fourth quarter of the fiscal year ended November 30, 2007.

PART II

ITEM
5.           Market for Common
Equity and Related tockholder Matters

Market for Common Stock

The Companys securities trade on the Pink Sheets under the
trading symbol IFNX The following table summarizes the high and low bid prices
for our common stock for the periods indicated as reported by Pink Sheets:

2007
    HIGH
    LOWFirst Quarter
    $0.20
    $0.20Second Quarter
    $0.11
    $0.11Third Quarter
    $0.11
    $0.11Fourth Quarter
    $0.15
    $0.14


Holders of Common Stock

On November 30 2007 there were approximately 71 Holders of
record of the Companys commons stock and there were 17,743,810 shares
outstanding. There are approximately 10 indirect holders of common shares in
outside institutions or stock brokerage firms. We estimate that there are no
additional beneficial shareholders beyond the amounts above.

---

6

***Dividends***

The Company has not declared or paid a cash dividend to stock
holders since the Companys incorporation. The Board of Directors presently
intends to retain any earnings to finance company operations and does not expect
to authorize cash dividends in the foreseeable future. Any payment of cash
dividends in the future will depend upon earnings, capital requirements and
other factors.

Recent Sales of Unregistered Securities

Sales in 2007

On December 4, 2006 the Company issued 105,000 units at an
average price of approximately $0.09 per unit for proceeds of $9,280 to persons
resident in Canada. Each unit is comprised of one share and one warrant to
purchase shares at CDN $0.15 for a period of two years.

On December 7, 2006 the Company issued 10 shares to its
President at an average price of approximately $0.09 per share for proceeds of
$1.

On April 2, 2007, the Company issued 1,330,000 restricted
shares at an average price of $0.09 per share for total proceeds of $114,572 to
persons resident in Canada.

On April 2, 2007 the Company issued 100,000 restricted shares
at a price of approximately $0.09 per share in payment of consulting fees of
$8,650 to a person resident in Canada.

Where the offerings described in Sales in 2007 above were
made to Canadian residents they were undertaken under Regulation S and they were
made under Rule 903 (Category 3, equity securities) and:

| | the sale was made in an offshore transaction;                                                                                                                                                                                     
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                   
| | no directed selling efforts were made in the United
      States by the Company;                                                                                                                                                  
|  |                                                                                                                                                                                                                                   
| | the purchaser certified that it is not a US person and is
      not acquiring the securities for the account or benefit of any US person;                                                                                         
|  |                                                                                                                                                                                                                                   
| | the purchaser agreed to resell such securities only in
      accordance with the provisions of the Securities Act of 1933 or
      regulations applicable to their securities;                                                    
|  |                                                                                                                                                                                                                                   
| | the securities contained a legend to the effect that
      transfer was prohibited unless the securities were first registered under
      the Securities Act of 1933 or resale was made pursuant to an exemption
      therefrom.

No commission or professional fees were paid in connection with
the Company's sales of unregistered securities under Regulation S.

---

7

REG D Where the sales may be made to residents of
  the United States under Regulation D each person to whom the sale may be made
  will be asked by the Company to confirm in writing that they were accredited
  investors, as that term is defined in the rules and regulations of the Securities
  Exchange Commission.

Neither we nor any person acting on our behalf offered or sold
the foregoing securities by means of any form of general solicitation or general
advertising. All purchasers represented in writing that they acquired the
securities for their own accounts. A resale legend has been provided for the
stock certificates stating that the securities have not been registered under
the Securities Act of 1933 and cannot be resold or otherwise transferred without
registration or an exemption (such as that provided by Regulation S or Rule
144).

ISSUANCE OF NON- RESTRICTED STOCK

The Company has not issued non-restricted stock during the
period or since incorporation:

ITEM
6.           Managements
Discussion and Analysis or Plan of Operations

The following discussion should be read in conjunction with the
Companys consolidated financial statements and the notes thereto. The
discussion of results, causes and trends should not be construed to imply any
conclusion that such results or trends will necessarily continue in the
future.

Critical Accounting Policies

In Note 2 to the audited financial statements for the years
ended November 30 2007 and 2006, included in this Form 10-KSB, the Company
discusses those accounting policies that are considered to be significant in
determining the results of operations and its financial position. The Company
believes that the accounting principles utilized by it conform to accounting
principles generally accepted in the United States of America.

The preparation of financial statements requires Company
management to make significant estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses. By their nature, these
judgments are subject to an inherent degree of uncertainty. On an on-going
basis, the Company evaluates estimates. The Company bases its estimates on
historical experience and other facts and circumstances that are believed to be
reasonable, and the results form the basis for making judgments about the
carrying value of assets and liabilities. The actual results may differ from
these estimates under different assumptions or conditions.

Results Of Operations:

For the Year Ended November 30, 2007 Compared to the Year
Ended November 30, 2006

Net Sales

For the year ended November 30 2007 and November 30, 2006, the
Company had no sales. Although the Company has not had sales to date, management
anticipates

---

8

finalizing an agreement with a cable network to broadcast the
  InfoLinx Channel in the near future. This is the first step in establishing
  the InfoLinx Channel in North America. The second step is securing advertisers
  for the various sectors of the Infolinx channel. Once this has been accomplished,
  the Company will concentrate on rolling-out the InfoLinx channel across North
  America.

Selling, General and Administrative Expenses

For the year ended November 30 2007, the Company had office and
general expenses of $23,513 (2006  $16,225), consulting fees of $25,531 (2006 
$17,317) and management fees of $ 62,695 (2006 - $ 91,828), professional fees of
$ 68,562 (2006 - $28,510). Transfer agent and filing fees of $8,326 (2006 
$2,405) and travel costs of $5,233 (2006 - $nil) due to increased travel to
conventions to promote the Infolinx Channel.

Office and general expenses increased $7,288 compared to the
corresponding period in 2006. The increase was a result of increased use of
internet services related to the testing and maintenance of our servers and
increased meals and entertainment costs related to the marketing and promotion
of our product.

Management fees decreased $29,133 to for the year ended
November 30 2007, compared to the corresponding period in 2006. The decrease was
a result of reduced management services by Patrick Fitzsimmons partially offset
by increased services by Mark Garfield. Professional fees increased $40,052 in
the year ending November 30 2007 compared to the corresponding year ending
November 30 2006, due to costs associated with the preparation of the Companys
annual audited financial statements and Registration Statement on Form SB-2.

The Company recorded loss on impairment of application software
of $146,916 (2006 $nil) as management determined that it is not possible at this
time to estimate future cash flows to be generated from the application
software.

Net Loss

For the year ended November 30, 2007, the Company had a net
loss of $343,733 or $(0.02) per share, which was an increase of 115% when
compared to the net loss for the corresponding year ending November 30 2006 of
$159,697 or $(0.01) per share. The increased loss was due primarily to
impairment and write down of application software as well as an increase in
professional fees, which was partially offset by a reduction in management
expense.

Interest and other expenses

The Company had no material interest expenses.

Liquidity and Capital Resources

The Company had cash on hand of $2,072 as at November 30, 2007,
compared to $3,626 at November 30, 2006. The primary source of cash was the
issuance of the Companys equity securities for $131,916. The primary uses of
cash were the funding of operations $140,256 and software development $14,778.

---

9

The Company had a working capital deficiency of $175,340 at November
  30 2007.

The Company currently has no source of operating cash flow, no
financial resources, and has no assurance that additional funding will be
available to it in order to remain a going concern. Management can give no
assurance that any sales will occur in the future and, if they do occur, may be
enough to cover the Companys operating expenses or any other costs. Should this
be the case, we would be forced, unless sufficient working capital can be
raised, to suspend operations and possibly liquidate the assets and wind up and
dissolve the Company.

PLAN OF OPERATIONS

Company will be concentrating on marketing the InfoLinx Channel
to cable network companies in North America, over the next 12 months. Once the
Company has an agreement to broadcast the InfoLinx Channel in a city, it will
pursue advertisers for each segment of the InfoLinx Channel.

Sales and marketing functions will be accomplished through
in-house sales personnel through personal sales and trade shows.

Although the Company believes that demand will exist for the
InfoLinx Channel and the advertising space on it, there can be no assurance that
any sales will occur in the future. The Company is expected to be dependent upon
debt or equity financing until sufficient revenue from operations is
established.

FUNDS REQUIRED FOR OPERATIONS

The Company anticipates the following monthly cash expenses in
the next 12 months (excluding the cost of share issuances which may be made
pursuant to management agreements between the Company and senior management and
consultants):

|Consulting Fees             | $8,000 
|--------------------------- | -------
|                            |        
|Product Development Expense | $4,000 
|                            |        
|Office Rent                 | $800   
|                            |        
|Telephones                  | $400   
|                            |        
|Travel                      | $3,000 
|                            |        
|Marketing Expenses          | $2,000 
|                            |        
|Legal Fees                  | $1,000 
|                            |        
|Accounting Fees             | $3,000 
|                            |        
|TOTAL MONTHLY EXPENSES      | $22,000

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10

Inflation

Management does not believe that inflation has a material
effect on the financial statements for the periods presented.

Qualitative and Quantitative Disclosure Regarding
Risk

The Company is exposed to a number of risks, including the
following:

Risk Factors

As the Companys business is in the development stage and
has no customers or advertisers, it faces a high risk of business failure and
this could result in a complete loss of your investment.

The Company has developed software that allows cable and
telecom operators to deliver on-demand, interactive television content to their
digital television subscribers, but has yet to enter into any formal agreements
with cable and telecom operators to offer the InfoLinx service. The Company has
not obtained any agreements with advertisers in connection with the InfoLinx
service. As of the date of this management discussion the Company has not earned
any revenues. Potential investors should be aware of the difficulties normally
encountered in connection with development stage companies and the high rate of
failure of such companies. These potential problems include, but are not limited
to, the Companys inability to enter into agreements with cable and telecom
operators and/or advertisers, lack of sufficient funding for our business,
competition, and obsolescence.

The Company has a limited history upon which to base any assumption
  as to the likelihood that its business will prove successful. As a result of
  this, the Company can provide little or no assurance to investors that it will
  generate any revenues or ever achieve profitable operations. If the Company
  unsuccessful in addressing the above outlined risks, the business could fail.

If we do not obtain additional financing, our business
could fail.

The Company has never generated revenue from business
operations and may not in the future. The net loss since inception to November
30, 2007 is $831,351. The Company also had a working capital deficiency of
$175,340 at November 30 2007.

The auditors report in our financial statements as at November
  30, 2007 and 2006 includes an explanatory paragraph that states that the Company
  has no established source of revenue and is dependent on its ability to raise
  capital to sustain operations, factors which raise substantial doubt about its
  ability to continue as a going concern. The Company expects to continue to incur
  additional losses in the foreseeable future, and may never become profitable.
  The Companys business plan calls for significant expenses related to the
  development of its business. The Company will require additional financing in
  order to grow its business. Also, even if the Company receives sufficient funding,
  it may not realize a profit. The Company cannot guarantee that it will be successful
  generating revenues in the future. Failure to generate revenues may cause the
  Company to go out of business.



---

11

The Companys business depends significantly on
  establishing and maintaining business relationships with cable operators and
  telecommunications companies. The inability to establish or maintain such business
  relationships will materially and adversely affect the Companys business.

The Companys software allows cable and telecom operators to deliver on-demand, interactive television content to their digital television subscribers; however, it has yet to enter into any agreements with cable and telecom operators to offer
the InfoLinx service. If the Company is unable to establish relationships with cable and telecom operators to offer the Infolinx service, it will be unable to generate revenue and the business could fail. If the Company is able to establish any such
relationships, its operations could be adversely affected if the business relationships with these operators are not maintained. Any interruption in these business relationships could cause the Companys business, financial condition and
results of operations to suffer.

If advertisers or the viewing public do not accept, or lose interest in, theInfoLinx Channel,the Companys revenues may be negatively affected and its business may not expand or be successful.

The Company offers solutions to advertisers as an alternative to traditional advertising print media, such as newspapers and yellow pages directories. On-demand, interactive television content, like the InfoLinx Channel, is an emerging segment of
the media market. The market for the Companys products and services has only recently begun to develop and is rapidly evolving. In addition, the Companys products and services are new and based on emerging technologies. As is typical in
the case of new and rapidly evolving industries, demand and market acceptance for recently-introduced technology and products are subject to a high level of uncertainty. The Company will compete for advertising spending with many forms of
more-established advertising media. The Companys success and ability to generate revenues depends on the broad acceptance of the InfoLinx Channel by advertisers and their continuing interest in this medium as a component of their advertising
strategies. Acceptance of the Companys products and services will be highly dependent on the functionality and performance of its products and services, and the Companys success with the initial implementation of its products and
services. There can be no assurance that the Company will be successful in obtaining market acceptance of its technology, products or services.

The Companys success also depends on the continued acceptance by the viewing public of the InfoLinx Channel. Advertisers may elect not to use the InfoLinx services if they believe consumers are not receptive to the InfoLinx Channel or that the
InfoLinx Channel does not provide sufficient value as effective advertising mediums. Likewise, if consumers find the InfoLinx Channel to be difficult to use or of low quality, advertisers may view the InfoLinx Channel as a less attractive
advertising medium compared to other alternatives. In that event, advertisers may determine to reduce their spending on the InfoLinx Channel. If a substantial number of advertisers lose interest in advertising on the InfoLinx Channel, for these or
other reasons, the Company will be unable to generate sufficient. revenues and cash flow to operate its business, revenue, liquidity and results of operations could be negatively affected.

---

12

ITEM 7.          
  Financial Statements

The audited Consolidated Financial Statements are included in
this Form 10-KSB beginning on page F-1 following the signature page.

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

During the Companys two most recent fiscal years and to the
date of change in certifying accountant, there were no disagreements with the
Companys accountants on any matter of accounting principle or practices,
financial statement disclosure or auditing scope or procedure. In addition,
there were no reportable events as described in Item 304(a)(1)(iv)(B)1 through 3
of Regulation S-B that occurred within the Companys two most recent fiscal
years and the subsequent interim periods.

Item 8A.       
Controls and Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the U.S. Securities and Exchange Commission rules and forms, and
that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure. Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure. As of November 30, 2007, we carried out an evaluation,
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon the foregoing, our Chief Executive Officer
/Chief Financial Officer concluded that our disclosure controls and procedures
are effective in the timely alerting of management to material information
relating to us which is required to be included in our periodic SEC filings.

There were no changes in our internal controls or in other
factors that could materially affect these controls subsequent to the date of
their evaluation and since the last period reported, including any significant
deficiencies or material weaknesses of internal controls that would require
corrective action.

---

13

PART III

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

The following discussion contains disclosure concerning the
directors, officers and control persons of the Company. There are no persons
which have acted as a promoter, controlling person, or significant employee of
the Company other than as disclosed below.

Name
    
    Position
    Term of Office*1*2Matthew Jones
    Age: 49
    President, Director Treasurer
    Expires at next AGMPatrick Fitzsimmons
    Age: 54
    Secretary, and Director
    Expires at next AGMMark Garfield
    Age: 56
    Director
    Expires at next AGM


|1. | Directors, whether appointed at a meeting of stockholders
      or by the remaining directors, are appointed until the next annual meeting
      of stockholders. The Company anticipates holding its next AGM during May
      of 2008.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                         
|2. | The President, Secretary, CEO and Treasurer do not have a
      set term of office. They serve at the pleasure of the Directors and can be
      removed at any time by the Directors.                                                  

Matthew Jones, President, and Treasurer,

Mr. Jones has been the President and a director of InfoLinx
Communications Ltd., since its inception. From March 1998 until the present, Mr.
Jones has also been the principal of Matthew Jones and Associates, a real estate
consulting firm that has been involved in all aspects of real estate business,
including commercial property analysis, land assembly marketing and marketing
campaign development, and sales of detached and multi-family homes. He received
a Bachelors Degree in business from Simon Fraser University in 1981.

Mark Garfield, Director

Mr. Garfield is a Vice President and has been a director of
InfoLinx Communications Ltd., a since January 2005. For over the past five
years, he has also been self-employed, in the business of design and sales of
fine art.

Patrick Fitzsimmons, Director and Secretary

Mr. Fitzsimmons has been a Vice President, Secretary and a
director of InfoLinx Communications Ltd. since January 2005. He is also an
officer and director of Alternet Systems Inc.

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14

**Item 10. Executive Compensation**

Summary Compensation Table

Name and 
        principal 
        position (a)
      Year (b)
      Annual Compensation
      Long-term compensationSalary 
        ($) (c)
      Bonus 
        ($) (d)
      Other 
        Annual 
        Compen- 
        sation 
        ($CAD) (e)
      Awards
      PayoutsRestricted 
        Stock 
        Award(s) 
        ($) (f)
      Securities 
        Underlyin 
        g 
        options/ 
        SARs 
        (#) (g)
      LTIP 
        payouts 
        ($) (h)
      All 
        other 
        Compen- 
        sation 
        ($) (i)Matthew 
        Jones 
        President
      2007 
        2006
      
      0 
        0
      $48,000 
        $48,000
      0 
        0
      0 
        0
      0 
        0
      0 
        0Patrick 
        Fitzsimmons 
        Director,
      2007 
        2006
      
      0 
        0
      0 
        $50,000
      0 
        75,000
      0 
        1,000,000
      0 
        0
      0 
        0Mark 
        Garfield 
        Director
      2007 
        2006
      
      0 
        0
      $18,950 
        $8,055
      0 
        0
      0 
        1,000,000
      0 
        0
      0 
        0


Item
11.           Security
Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the
beneficial ownership of shares of the Companys common stock as of November 30,
2007 (17,743,810 issued and outstanding) by (i) all stockholders known to the
Company to be beneficial owners of more than 5% of the outstanding common stock;
and (ii) all directors and executive officers of the Company, and as a group
(each person has sole voting power and sole dispositive power as to all of the
shares shown as beneficially owned by them):

Security Ownership of Certain Beneficial Owners and
Management

The following table provides the names and addresses of each
person known to us to own more than 5% of our outstanding stock as of November
30, 2007 and by our officers and directors, individually or as a group. Except
as otherwise indicated, all shares are owned directly.

---

15

Title of Class
    Name and Address of Beneficial
      Owner
    Amount and Nature of
      Beneficial Ownership
    Percent of Class (2)Without Par Value Common Stock
    Matthew Jones President, Treasurer
      and Director c/o InfoLinx 180 Pemberton Avenue,
      North Vancouver, British Columbia, Canada V7P 2R5
    4,379,610
    24.68%Without Par Value Common Stock
    Patrick Fitzsimmons Director
      c/o InfoLinx 180 Pemberton Avenue, North Vancouver,
      British Columbia, Canada V7P 2R5
    (1)
    2.25%Without Par Value Common Stock
    Mark Garfield Directory c/o
      InfoLinx 180 Pemberton Avenue, North Vancouver, British
      Columbia, Canada V7P 2R5
    1,189,196
    6.70%Without Par Value Common Stock 5%
      or greater Stockholders
    All officers and directors as a
      group
    5,968,806
    33.64%Without Par Value Common Stock
    Tim Francis 1803 North River Drive
      Kamloops, British Columbia Canada V2B 7N4
    1,740,000
    9.81%Without Par Value Common Stock
    Leonas Labenskas 939 Elphinstone St.
      Regina, Saskatchewan S4T 3L7
    1,000,000
    5.64%Without Par Value Common Stock
    Kathryn Anne Lockwood 3200-650 West
      Georgia Street, Vancouver, British Columbia, Canada V6P
      4P7
    1,000,000
    5.64%


---

16

(1) This amount is solely comprised of stock options to purchase
  additional shares of our common stock exercisable within 60 days of November
  30, 2007.

(2) The percentage of class is based upon 17,743,810 shares of
our common stock issued and outstanding as of November 30, 2007.

Description of Securities

General

The aggregate number of shares that we are authorized to issue
is 400,000,000, which shares are common stock with no par value.

Common Stock

As of February 28, 2008, there were 17,893,810 shares of our
common stock issued and outstanding held by 71 shareholders of record. Holders
of our common stock are entitled to one vote per share on all matters submitted
to a vote of the stockholders. Holders of common stock do not have cumulative
voting rights. Generally, all matters to be voted on by stockholders must be
approved by a majority of the votes entitled to be cast by all shares of our
common stock that are present in person or represented by proxy. Holders of a
majority of the outstanding shares entitled to vote, represented in person or by
proxy, are necessary to constitute a quorum at any meeting of our shareholders.
A vote by the holders of a majority of our outstanding shares is required to
effectuate certain fundamental changes such as liquidation, merger or an
amendment to our Articles of Incorporation.

Holders of our common stock are entitled to share in all
dividends that our Board of Directors, in its discretion, declares from legally
available funds. In the event of liquidation, dissolution or winding up of the
Company, each outstanding share of our common stock entitles its holder to
participate pro rata in all assets that remain after payment of liabilities and
after providing for each class of capital stock, if any, having preference over
the common stock.

Holders of our common stock have no pre-emptive rights, no
conversion rights and there are no redemption provisions applicable to our
common stock.

Dividend Policy

We have never declared or paid any cash dividends on our common
stock. We currently intend to retain future earnings, if any, to finance the
expansion of our business. As a result, we do not anticipate paying any cash
dividends in the foreseeable future.

Share Purchase Warrants

As of November 30, 2007, we have 405,000 warrants outstanding,
all at an exercise price of $0.15 Canadian Dollars. Of these, warrants to
purchase one hundred thousand (100,000) shares were granted to Cathei McGuire
which expire on May 4, 2008; warrants to purchase one hundred thousand (100,000)
shares were granted to Richard Berg that expire on August 10, 2008; warrants to
purchase one hundred thousand (100,000) shares were granted to Universal
Solutions Inc. which expire on August 10, 2008; warrants to

---

17

purchase fifty thousand (50,000) shares were granted to Archie
  and Michelle Glendron which expire on December 4, 2008; warrants to purchase
  thirty thousand (30,000) shares were granted to Damien Gendron which expire
  on December 4, 2008; and warrants to purchase twenty-five thousand (25,000)
  shares were granted to Elizabeth Jones which expire on December 4, 2008.

Options Expired

As of November 30, 2007, we have no share options outstanding.
900,000 options to purchase shares of our common stock pursuant to our 2005
Stock Option Plan, were assumed by us as a result of our merger with InfoLinx
Communications Ltd., a British Columbia corporation. All of those options were
issued in September 2005 at an exercise price of $0.10 and the stock options
expired in September 2007. Of these, 400,000 were granted to our Vice President
and director, Patrick Fitzsimmons, as consideration for his services to us as an
officer and director. The other options were granted in exchange for consulting
services.

Item
12.           Certain
Relationships and Related Transactions

Except as concerns compensation to directors and officers,
during the past two years, there have not been any transactions that have
occurred between the Company and its officers, directors, and five percent or
greater shareholders. Executive compensation and related party compensation are
disclosed in the notes to the Companys financial statements included herein and
in Executive Compensation above.

Certain of the officers and directors of the Company are
engaged in other businesses, either individually or through partnerships and
corporations in which they have an interest, hold an office, or serve on a board
of directors. As a result, certain conflicts of interest may arise between the
Company and its officers and directors. The Company will attempt to resolve such
conflicts of interest in favor of the Company. The officers and directors of the
Company are accountable to it and its shareholders as fiduciaries, which require
that such officers and directors exercise good faith and integrity in handling
the companys affairs. A shareholder may be able to institute legal action on
behalf of the Company or on behalf of itself and other similarly situated
shareholders to recover damages or for other relief in cases of the resolution
of conflicts is in any manner prejudicial to the Company.

Item
13.           Exhibits and
Reports on Form 8-K

The exhibits to be filed with this Form 10-KSB are listed below
in the Exhibit Index. During the reporting period and subsequent to it but prior
to the date of this Report, the Registrant filed one report on Form 8-K on
December 6, 2007on the SECs EDGAR system available at www.sec.gov.

Item
14.           Principal
Accountant Fees and Services

As of the date of this Annual Report, the Company has not
appointed members to an audit committee and, therefore, the respective role of
an audit committee has been conducted by the board of directors of the Company.
When established, the audit committees primary function will be to provide
advice with respect to the Companys

---

18

financial matters and to assist the board of Directors in fulfilling
  its oversight responsibilities regarding finance, accounting, tax and legal
  compliance. The audit committees primary duties and responsibilities will
  be to: (i) serve as an independent and objective party to monitor the Companys
  financial reporting process and internal control system; (ii) review and appraise
  the audit efforts of the Companys independent accountants; (iii)
  evaluate the Companys quarterly financial performance as well as its compliance
  with laws and regulations; (iv) oversee managements establishment and
  enforcement of financial policies and business practices; and (v) provide an
  open avenue of communication among the independent accountants, management and
  the board of directors.

The board of directors has considered whether the regulatory provision of non-audit services is compatible with maintaining the principal independent accountants independence.

Audit Fees

During the years ended November 30, 2007 and November 30, 2006, the Company will incur approximately $10,000 and has incurred $17,500 respectively, in fees to its principal independent accountants for professional services rendered in
connection with the audits of the Companys financial statements.

Audit-related Fees

During the years ended November 30, 2007 and 2006, the Company
  incurred audit-related fees of approximately $8,000 and $nil for professional
  services rendered by its principal independent accountant for other accounting
  services consisting of review of the Companys quarterly reports filed
  on Form 10-QSB and review of the Companys Registration Statement on Form
  SB-2.

Tax Fees

During the years ended November 30, 2007 and 2006, the Company did not incur any fees for tax compliance, advisory or planning services rendered by its principal independent accountant.

During fiscal year ended November 30, 2007, the Company did not incur any fees for professional services rendered by its principal independent accountant for certain information technology services which may include, but is not limited to, operating
or supervising or managing the Companys information or local area network or designing or implementing a hardware or software system that aggregate source data underlying the financial statements.

All Other Fees

During the years ended November 30, 2007 and 2006, the Company did not incur any other fees for professional services rendered by its principal independent accountant for all other non-audit services which may include, but is not limited to,
tax-related services, actuarial services or valuation services.

---

19

PART I. - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

---

20

INFOLINX COMMUNICATIONS LTD. 
  (a development stage company)

FINANCIAL STATEMENTS 
  NOVEMBER 30, 2007 and 2006

(Stated in U.S. dollars)













|BALANCE SHEETS                         
|---------------------------------------
|                                       
|STATEMENTS OF OPERATIONS               
|                                       
|STATEMENT OF STOCKHOLDERS
      EQUITY
|                                       
|STATEMENTS OF CASH
      FLOWS         
|                                       
|NOTES TO FINANCIAL
      STATEMENTS    

---




|REPORT OF INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM
|-------------------------------------------------------------

To the Stockholders and Board of Directors of Infolinx Communications
  Ltd.:

We have audited the accompanying balance sheets of Infolinx Communications
  Ltd., a development stage company, as at November 30, 2007 and 2006 and the
  related statements of operations, stockholders equity and cash flows for
  the years ended November 30, 2007 and 2006 and for the period from October 23,
  2000 (inception) through November 30, 2007. 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 an audit to obtain reasonable assurance 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, these financial statements present fairly, in
  all material respects, the financial position of the Company as at November
  30, 2007 and 2006 and the results of its operations and its cash flows for the
  years ended, November 30, 2007 and 2006 and the period from October 23, 2000
  (inception) through November 30, 2007, in conformity with accounting principles
  generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 1 to
  the financial statements, the Company has not generated revenues since inception,
  has incurred losses in developing its business and further losses are anticipated.
  The Company requires additional funds to meet its obligations and costs of its
  operations. These factors raise substantial doubt about the Companys ability
  to continue as a going concern. Managements plans in regard are described
  in Note 1. The financial statements do not include any adjustments that might
  result from the outcome of this uncertainty.



DALE MATHESON CARR-HILTON LABONTE LLP 
  CHARTERED ACCOUNTANTS



February 22, 2008 
  Vancouver, Canada



F-i

---

INFOLINX COMMUNICATIONS LTD. 
  (a development stage company)

BALANCE SHEETS

|                                                   |   | November 30, 2007 |   |   | November 30, 2006 |  
|-------------------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                                   |   |                   |   |   |                   |  
|                                                   |   |                   |   |   |                   |  
|CURRENT ASSETS                                     |   |                   |   |   |                   |  
|Cash                                               | $ | 2,072             |   | $ | 3,626             |  
|GST recoverable                                    |   | -                 |   |   | 5,803             |  
|Prepaid
      expenses                             |   | 177               |   |   | 5,254             |  
|                                                   |   | 2,249             |   |   | 14,683            |  
|                                                   |   |                   |   |   |                   |  
|EQUIPMENT(Note 4)                                  |   | 3,155             |   |   | 5,533             |  
|APPLICATION SOFTWARE(Note 3)                       |   | 1                 |   |   | 124,477           |  
|                                                   |   |                   |   |   |                   |  
|                                                   | $ | 5,405             |   | $ | 144,693           |  
|                                                   |   |                   |   |   |                   |  
|                                                   |   |                   |   |   |                   |  
|                                                   |   |                   |   |   |                   |  
|CURRENT LIABILITIES                                |   |                   |   |   |                   |  
|Accounts payable and accrued liabilities           | $ | 39,121            |   | $ | 23,811            |  
|Due to
      related parties (Note 6)              |   | 138,468           |   |   | 92,368            |  
|                                                   |   |                   |   |   |                   |  
|                                                   |   | 177,589           |   |   | 116,179           |  
|NATURE AND CONTINUANCE OF OPERATIONS(Note
      1) |   |                   |   |   |                   |  
|STOCKHOLDERS EQUITY                               |   |                   |   |   |                   |  
|Capital stock (Note 5)                             |   |                   |   |   |                   |  
|Common stock, no par value,                        |   |                   |   |   |                   |  
|400,000,000 shares authorized                      |   |                   |   |   |                   |  
|17,743,810 common shares issued and outstanding    |   |                   |   |   |                   |  
|(November 30, 2006  16,208,810)                   |   | 604,553           |   |   | 472,050           |  
|Additional paid in capital (Note 5)                |   | 10,329            |   |   | 10,329            |  
|Common share subscriptions                         |   | 15,159            |   |   | 7,096             |  
|Deficit accumulated during the development stage   |   | (831,351          | ) |   | (487,618          | )
|Accumulated other comprehensive income             |   | 29,126            |   |   | 26,657            |  
|                                                   |   |                   |   |   |                   |  
|                                                   |   | (172,184          | ) |   | 28,514            |  
|                                                   |   |                   |   |   |                   |  
|                                                   | $ | 5,405             |   | $ | 144,693           |  

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

F-1

---

INFOLINX COMMUNICATIONS LTD. 
  (a development stage company)

STATEMENTS OF OPERATIONS

|                                                          |   |              |   |   |              |   |   | October 23, 2000 |  
|--------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ---------------- | -
|                                                          |   | Year ended   |   |   | Year ended   |   |   | (inception) to   |  
|                                                          |   | November 30, |   |   | November 30, |   |   | November 30,     |  
|                                                          |   | 2007         |   |   | 2006         |   |   | 2007             |  
|                                                          |   |              |   |   |              |   |   |                  |  
|GENERAL AND ADMINISTRATIVE EXPENSES                       |   |              |   |   |              |   |   |                  |  
|                                                          |   |              |   |   |              |   |   |                  |  
|Office and general                                        | $ | 23,513       |   | $ | 16,225       |   | $ | 71,651           |  
|Consulting fees                                           |   | 25,531       |   |   | 17,317       |   |   | 83,903           |  
|Consulting fees  stock based compensation
      (Note 5) |   | -            |   |   | -            |   |   | 10,329           |  
|Depreciation                                              |   | 2,957        |   |   | 3,412        |   |   | 6,369            |  
|Management fees (Note 6)                                  |   | 62,695       |   |   | 91,828       |   |   | 274,345          |  
|Professional fees                                         |   | 68,562       |   |   | 28,510       |   |   | 138,946          |  
|Research and development                                  |   | -            |   |   | -            |   |   | 59,705           |  
|Transfer agent and filing fees                            |   | 8,326        |   |   | 2,405        |   |   | 17,318           |  
|Travel expenses                                           |   | 5,233        |   |   | -            |   |   | 21,869           |  
|Loss on impairment
      of application software          |   | 146,916      |   |   | -            |   |   | 146,916          |  
|                                                          |   | 343,733      |   |   | 159,697      |   |   | 831,351          |  
|                                                          |   |              |   |   |              |   |   |                  |  
|NET LOSS                                                  | $ | (343,733     | ) | $ | (159,697     | ) | $ | (831351          | )
|                                                          |   |              |   |   |              |   |   |                  |  
|                                                          |   |              |   |   |              |   |   |                  |  
|BASIC AND DILUTED
      NET LOSS PER COMMON SHARE         | $ | (0.02        | ) | $ | (0.01        | ) |   |                  |  
|                                                          |   |              |   |   |              |   |   |                  |  
|WEIGHTED AVERAGE NUMBER OF                                |   |              |   |   |              |   |   |                  |  
|COMMON SHARES OUTSTANDING                                 |   | 17,228,824   |   |   | 15,290,649   |   |   |                  |  

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

F-2

---

INFOLINXCOMMUNICATIONSLTD. 
  (adevelopmentstagecompany)

STATEMENTOFSTOCKHOLDERSEQUITY

FOR THEPERIODFROMOCTOBER23, 2000(INCEPTION)TONOVEMBER30, 2007

|                                                                   |              |  |   |              |  |   |                    |   |   | Deficit Accumulated |   |   | Accumulated Other |   |   |         |  
|------------------------------------------------------------------ | ------------ |  | - | ------------ |  | - | ------------------ | - | - | ------------------- | - | - | ----------------- | - | - | ------- | -
|                                                                   | Common stock |  |   | Common share |  |   | during Development |   |   | Comprehensive       |   |   |                   |  
|                                                                   | Shares       |  |   | Capital      |  |   | Subscriptions      |   |   | Stage               |   |   | Income (Loss)     |   |   | Total   |  
|Common share subscriptions received                                | -            |  | $ | -            |  | $ | 116                |   | $ | -                   |   | $ | -                 |   | $ | 116     |  
|October 23, 2000 - Issued for services at $0.0165 per share        | 100,000      |  |   | 1,650        |  |   | -                  |   |   | -                   |   |   | -                 |   |   | 1,650   |  
|October 23, 2000 - Issued for cash at $0.0165
      per share      | 300,000      |  |   | 4,950        |  |   | -                  |   |   | -                   |   |   | -                 |   |   | 4,950   |  
|Currency translation adjustment                                    | -            |  |   | -            |  |   | -                  |   |   | -                   |   |   | (150              | ) |   | (150    | )
|Net loss for the period October 23, 2000 (inception)
      to      |              |  |   |              |  |   |                    |   |   |                     |   |   |                   |   |   |         |  
|November 30, 2000                                                  | -            |  |   | -            |  |   | -                  |   |   | (6,828              | ) |   | -                 |   |   | (6,828  | )
|Balance, November 30, 2000                                         | 400,000      |  |   | 6,600        |  |   | 116                |   |   | (6,828              | ) |   | (150              | ) |   | (262    | )
|December 7, 2000  Issued for cash at $0.01625 per share           | 100,000      |  |   | 1,625        |  |   | -                  |   |   | -                   |   |   | -                 |   |   | 1,625   |  
|January 17, 2001 - Issued for services at
      $0.0165 per share  | 1,000,000    |  |   | 16,500       |  |   | -                  |   |   | -                   |   |   | -                 |   |   | 16,500  |  
|March 7, 2001 - Issued for cash at $0.01625 per share              | 100,000      |  |   | 1,650        |  |   | -                  |   |   | -                   |   |   | -                 |   |   | 1,650   |  
|Currency translation adjustment                                    | -            |  |   | -            |  |   | -                  |   |   | -                   |   |   | 4                 |   |   | 4       |  
|Net loss for the
      year ended November 30, 2001                | -            |  |   | -            |  |   | -                  |   |   | (21,631             | ) |   | -                 |   |   | (21,631 | )
|Balance, November 30, 2001                                         | 1,600,000    |  |   | 26,375       |  |   | 116                |   |   | (28,459             | ) |   | (146              | ) |   | (2,114  | )
|December 24, 2001  Issued for cash at $0.00001567 per
      share | 7,399,600    |  |   | 116          |  |   | (116               | ) |   | -                   |   |   | -                 |   |   | -       |  
|February 5, 2002 - Issued for cash at $0.01575
      per share     | 500,000      |  |   | 7,875        |  |   | -                  |   |   | -                   |   |   | -                 |   |   | 7,875   |  
|February 7, 2002 - Issued for services at $0.01575 per share       | 600,000      |  |   | 9,450        |  |   | -                  |   |   | -                   |   |   | -                 |   |   | 9,450   |  
|May 10, 2002  Issued for cash at $0.016
      per share           | 125,000      |  |   | 2,000        |  |   | -                  |   |   | -                   |   |   | -                 |   |   | 2,000   |  
|May 13, 2002  Issued for cash at $0.016 per share                 | 250,000      |  |   | 4,000        |  |   | -                  |   |   | -                   |   |   | -                 |   |   | 4,000   |  
|June 10, 2002 Issued for cash at $0.01625
      per share          | 62,500       |  |   | 1,016        |  |   | -                  |   |   | -                   |   |   | -                 |   |   | 1,016   |  
|July 9, 2002 - Issued for cash at $0.0165 per share                | 61,700       |  |   | 1,018        |  |   | -                  |   |   | -                   |   |   | -                 |   |   | 1,018   |  
|November 14, 2002 - Issued for services at
      $0.063 per share  | 80,000       |  |   | 5,040        |  |   | -                  |   |   | -                   |   |   | -                 |   |   | 5,040   |  
|November 25, 2002 - Issued for cash at $0.064 per share            | 400,000      |  |   | 25,600       |  |   | -                  |   |   | -                   |   |   | -                 |   |   | 25,600  |  
|Currency translation adjustment                                    | -            |  |   | -            |  |   | -                  |   |   | -                   |   |   | 241               |   |   | 241     |  
|Net loss for the
      year ended November 30, 2002                | -            |  |   | -            |  |   | -                  |   |   | (28,516             | ) |   | -                 |   |   | (28,516 | )
|Balance, November 30, 2002                                         | 11,078,800   |  | $ | 82,490       |  | $ | -                  |   | $ | (56,975             | ) | $ | 95                |   | $ | 25,610  |  

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

F-3

---

INFOLINXCOMMUNICATIONSLTD. 
  (adevelopmentstagecompany)

STATEMENTOFSTOCKHOLDERSEQUITY

FOR THEPERIODFROMOCTOBER23, 2000(INCEPTION)TONOVEMBER30, 2007

|                                                                  |              |  |   |              |  |   |                    |  |   | Deficit Accumulated |   |   | Accumulated Other |  |   |         |  
|----------------------------------------------------------------- | ------------ |  | - | ------------ |  | - | ------------------ |  | - | ------------------- | - | - | ----------------- |  | - | ------- | -
|                                                                  | Common stock |  |   | Common share |  |   | during Development |  |   | Comprehensive       |   |   |                   | 
|                                                                  | Shares       |  |   | Capital      |  |   | Subscriptions      |  |   | Stage               |   |   | Income (Loss)     |  |   | Total   |  
|                                                                  |              |  |   |              |  |   |                    |  |   |                     |   |   |                   |  |   |         |  
|Balance, November 30, 2002, carried forward:                      | 11,078,800   |  | $ | 82,490       |  | $ | -                  |  | $ | (56,975             | ) | $ | 95                |  | $ | 25,610  |  
|                                                                  |              |  |   |              |  |   |                    |  |   |                     |   |   |                   |  |   |         |  
|December 5, 2002  Issued for cash at
      $0.064 per share      | 200,000      |  |   | 12,800       |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 12,800  |  
|December 9, 2002  Issued for cash at $0.064 per share            | 50,000       |  |   | 3,200        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 3,200   |  
|December 12, 2002  Issued for services
      at $0.064 per share | 240,000      |  |   | 15,360       |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 15,360  |  
|December 23, 2002  Issued for cash at $0.064 per share           | 100,000      |  |   | 6,400        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 6,400   |  
|February 3, 2003  Issued for cash at
      $0.066 per share      | 25,000       |  |   | 1,650        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 1,650   |  
|February 6, 2003  Issued for cash at $0.066 per share            | 50,000       |  |   | 3,300        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 3,300   |  
|February 14, 2003  Issued for cash at
      $0.066 per share     | 50,000       |  |   | 3,300        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 3,300   |  
|February 28, 2003  Issued for cash at $0.067 per share           | 25,000       |  |   | 1,675        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 1,675   |  
|March 11, 2003  Issued for cash at $0.068
      per share        | 75,000       |  |   | 5,100        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 5,100   |  
|March 26, 2003  Issued for cash at $0.068 per share              | 25,000       |  |   | 1,700        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 1,700   |  
|March 28, 2003  Issued for cash at $0.068
      per share        | 100,000      |  |   | 6,800        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 6,800   |  
|November 18, 2003  Issued for cash at $0.077 per share           | 100,000      |  |   | 7,700        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 7,700   |  
|Currency translation adjustment                                   | -            |  |   | -            |  |   | -                  |  |   | -                   |   |   | 4,979             |  |   | 4,979   |  
|Net loss for the
      year ended November 30, 2003               | -            |  |   | -            |  |   | -                  |  |   | (39,006             | ) |   |                   |  |   | (39,006 | )
|                                                                  |              |  |   |              |  |   |                    |  |   |                     |   |   |                   |  |   |         |  
|Balance, November 30, 2003                                        | 12,118,800   |  | $ | 151,475      |  | $ | -                  |  | $ | (95,981             | ) | $ | 5,074             |  | $ | 60,568  |  

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

F-4

---

INFOLINXCOMMUNICATIONSLTD. 
  (adevelopmentstagecompany)

STATEMENTOFSTOCKHOLDERSEQUITY

FOR THEPERIODFROMOCTOBER23, 2000(INCEPTION)TONOVEMBER30, 2007

|                                                                 |              |  |   |              |  |   |                    |  |   | Deficit Accumulated |   |   | Accumulated Other |  |   |          |  
|---------------------------------------------------------------- | ------------ |  | - | ------------ |  | - | ------------------ |  | - | ------------------- | - | - | ----------------- |  | - | -------- | -
|                                                                 | Common stock |  |   | Common share |  |   | during Development |  |   | Comprehensive       |   |   |                   | 
|                                                                 | Shares       |  |   | Capital      |  |   | Subscriptions      |  |   | Stage               |   |   | Income (Loss)     |  |   | Total    |  
|Balance, November 30, 2003, carried forward:                     | 12,118,800   |  | $ | 151,475      |  | $ | -                  |  | $ | (95,981             | ) | $ | 5,074             |  | $ | 60,568   |  
|                                                                 |              |  |   |              |  |   |                    |  |   |                     |   |   |                   |  |   |          |  
|February 20, 2004  Issued for cash at
      $0.07512 per share  | 150,000      |  |   | 11,268       |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 11,268   |  
|March 16, 2004  Issued for cash at $0.07495 per share           |              |  |   |              |  |   |                    |  |   |                     |   |   |                   |  |   |          |  
|net of $1,124 financing costs                                    | 150,000      |  |   | 10,119       |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 10,119   |  
|March 19, 2004  Issued for cash at $0.07525 per share           | 25,000       |  |   | 1,881        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 1,881    |  
|April 15, 2004  Issued for cash at $0.0743
      per share      |              |  |   |              |  |   |                    |  |   |                     |   |   |                   |  |   |          |  
|net of $743 financing costs                                      | 100,000      |  |   | 6,687        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 6,687    |  
|April 19, 2004  Issued for cash at $0.07426
      per share     |              |  |   |              |  |   |                    |  |   |                     |   |   |                   |  |   |          |  
|net of $594 financing costs                                      | 80,000       |  |   | 5,347        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 5,347    |  
|May 12, 2004  Issued for cash at $0.07205
      per share       |              |  |   |              |  |   |                    |  |   |                     |   |   |                   |  |   |          |  
|net of $2,882 financing costs                                    | 400,000      |  |   | 25,938       |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 25,938   |  
|June 15, 2004  Issued for cash at $0.07275
      per share      |              |  |   |              |  |   |                    |  |   |                     |   |   |                   |  |   |          |  
|net of $364 financing costs                                      | 50,000       |  |   | 3,274        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 3,274    |  
|June 23, 2004  Issued for cash at $0.0736
      per share       |              |  |   |              |  |   |                    |  |   |                     |   |   |                   |  |   |          |  
|net of $368 financing costs                                      | 50,000       |  |   | 3,312        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 3,312    |  
|June 30, 2004  Issued for services at
      $0.0743 per share   | 10,000       |  |   | 743          |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 743      |  
|July 14, 2004  Issued for cash at $0.0758 per share             | 230,000      |  |   | 17,435       |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 17,435   |  
|July 17, 2004  Issued for cash at $0.076332
      per share     |              |  |   |              |  |   |                    |  |   |                     |   |   |                   |  |   |          |  
|net of $3,435 financing costs                                    | 450,000      |  |   | 30,911       |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 30,911   |  
|July 17, 2004  Issued for cash at $0.07632
      per share      | 90,000       |  |   | 6,869        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 6,869    |  
|July 31, 2004  Issued for services at $0.0752 per share         | 10,000       |  |   | 752          |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 752      |  
|August 5, 2004  Issued for cash at $0.07603
      per share     |              |  |   |              |  |   |                    |  |   |                     |   |   |                   |  |   |          |  
|net of $1,901 financing costs                                    | 250,000      |  |   | 17,106       |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 17,106   |  
|August 10, 2004  Issued for cash at
      $0.07586 per share    |              |  |   |              |  |   |                    |  |   |                     |   |   |                   |  |   |          |  
|net of $379 financing costs                                      | 50,000       |  |   | 3,414        |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 3,414    |  
|August 31, 2004  Issued for services
      at $0.0758 per share | 10,000       |  |   | 758          |  |   | -                  |  |   | -                   |   |   | -                 |  |   | 758      |  
|Common share subscriptions received                              | -            |  |   | -            |  |   | 8,427              |  |   | -                   |   |   | -                 |  |   | 8,427    |  
|Currency translation adjustment                                  | -            |  |   | -            |  |   | -                  |  |   | -                   |   |   | 23,090            |  |   | 23,090   |  
|Net loss for the
      year ended November 30, 2004              | -            |  |   | -            |  |   | -                  |  |   | (126,217            | ) |   | -                 |  |   | (126,217 | )
|                                                                 |              |  |   |              |  |   |                    |  |   |                     |   |   |                   |  |   |          |  
|Balance November 30, 2004                                        | 14,223,800   |  | $ | 297,289      |  | $ | 8,427              |  | $ | (222,198            | ) | $ | 28,164            |  | $ | 111,682  |  

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

F-5

---

INFOLINXCOMMUNICATIONSLTD.(adevelopmentstagecompany)

STATEMENTOFSTOCKHOLDERSEQUITY

FOR THEPERIODFROMOCTOBER23, 2000(INCEPTION)TONOVEMBER30, 2007

|                                                      |              |  |   |            |  |   |                 |  |   |              |   |   | Deficit       |   |   |               |  |   |          |  
|----------------------------------------------------- | ------------ |  | - | ---------- |  | - | --------------- |  | - | ------------ | - | - | ------------- | - | - | ------------- |  | - | -------- | -
|                                                      |              |  |   |            |  |   |                 |  |   |              |   |   | Accumulated   |   |   | Accumulated   |  |   |          |  
|                                                      |              |  |   |            |  |   | Additional Paid |  |   | Common share |   |   | during        |   |   | Other         |  |   |          |  
|                                                      | Common stock |  |   | in Capital |  |   | Subscriptions   |  |   | Development  |   |   | Comprehensive |   |   |               | 
|                                                      | Shares       |  |   | Capital    |  |   |                 |  |   |              |   |   | Stage         |   |   | Income (Loss) |  |   | Total    |  
|Balance November 30, 2004, carried forward:           | 14,223,800   |  | $ | 297,289    |  | $ | -               |  | $ | 8,427        |   | $ | (222,198      | ) | $ | 28,164        |  | $ | 111,682  |  
|                                                      |              |  |   |            |  |   |                 |  |   |              |   |   |               |   |   |               |  |   |          |  
|July 27, 2005  Issued for cash at $0.08427
      per |              |  |   |            |  |   |                 |  |   |              |   |   |               |   |   |               |  |   |          |  
|share                                                 | 100,000      |  |   | 8,427      |  |   | -               |  |   | (8,427       | ) |   | -             |   |   | -             |  |   | -        |  
|Stock based compensation                              | -            |  |   | -          |  |   | 10,329          |  |   | -            |   |   | -             |   |   | -             |  |   | 10,329   |  
|Currency translation adjustment                       | -            |  |   | -          |  |   | -               |  |   | -            |   |   | -             |   |   | 1,639         |  |   | 1,639    |  
|Net loss for the year ended November 30, 2005         | -            |  |   | -          |  |   | -               |  |   | -            |   |   | (105,723      | ) |   | -             |  |   | (105,723 | )
|                                                      |              |  |   |            |  |   |                 |  |   |              |   |   |               |   |   |               |  |   |          |  
|Balance November 30, 2005                             | 14,323,800   |  | $ | 305,716    |  | $ | 10,329          |  | $ | -            |   | $ | (327,921      | ) | $ | 29,803        |  | $ | 17,927   |  

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

F-6

---

INFOLINXCOMMUNICATIONSLTD. 
  (adevelopmentstagecompany)

STATEMENTOFSTOCKHOLDERSEQUITY

FOR THEPERIODFROMOCTOBER23, 2000(INCEPTION)TONOVEMBER30, 2007

|                                                   |            |  |   |         |  |   |            |  |   |               |  |   | Deficit     |   |   |               |   |  |          |  
|-------------------------------------------------- | ---------- |  | - | ------- |  | - | ---------- |  | - | ------------- |  | - | ----------- | - | - | ------------- | - |  | -------- | -
|                                                   |            |  |   |         |  |   |            |  |   |               |  |   | Accumulated |   |   |               |   |  |          |  
|                                                   |            |  |   |         |  |   |            |  |   |               |  |   | during      |   |   | Accumulated   |   |  |          |  
|                                                   |            |  |   |         |  |   | Additional |  |   | Common        |  |   | Development |   |   | Other         |   |  |          |  
|                                                   |            |  |   |         |  |   | Paid in    |  |   | Share         |  |   | Stage       |   |   | Comprehensive |   |  |          |  
|                                                   | Shares     |  |   | Capital |  |   | Capital    |  |   | Subscriptions |  |   |             |   |   | Income (Loss) |   |  | Total    |  
|Balance, November 30, 2005 carried forward         | 14,323,800 |  | $ | 305,716 |  | $ | 10,329     |  | $ | -             |  | $ | (327,921    | ) | $ | 29,803        |   |  | 17,927   |  
|                                                   |            |  |   |         |  |   |            |  |   |               |  |   |             |   |   |               |   |  |          |  
|May 4, 2006  Issued for cash at $0.087
      per  |            |  |   |         |  |   |            |  |   |               |  |   |             |   |   |               |   |  |          |  
|share                                              | 60,000     |  |   | 5,220   |  |   | -          |  |   | -             |  |   | -           |   |   | -             |   |  | 5,220    |  
|May 4, 2006  Issued for consulting fees
      at  |            |  |   |         |  |   |            |  |   |               |  |   |             |   |   |               |   |  |          |  
|$0.09035 per share                                 | 200,000    |  |   | 18,070  |  |   | -          |  |   | -             |  |   | -           |   |   | -             |   |  | 18,070   |  
|May 4, 2006  Issued for cash at $0.09035          |            |  |   |         |  |   |            |  |   |               |  |   |             |   |   |               |   |  |          |  
|per share                                          | 375,000    |  |   | 33,881  |  |   | -          |  |   | -             |  |   | -           |   |   | -             |   |  | 33,881   |  
|May 17, 2006 - Issued for consulting fees
      at |            |  |   |         |  |   |            |  |   |               |  |   |             |   |   |               |   |  |          |  
|$0.084275 per share                                | 440,000    |  |   | 37,081  |  |   | -          |  |   | -             |  |   | -           |   |   | -             |   |  | 37,081   |  
|May 17, 2006 - Issued for management fees          |            |  |   |         |  |   |            |  |   |               |  |   |             |   |   |               |   |  |          |  
|at $0.08989 per share                              | 480,000    |  |   | 43,147  |  |   | -          |  |   | -             |  |   | -           |   |   | -             |   |  | 43,147   |  
|July 14, 2006  Issued for cash at $0.0887         |            |  |   |         |  |   |            |  |   |               |  |   |             |   |   |               |   |  |          |  
|per share                                          | 50,000     |  |   | 4,435   |  |   | -          |  |   | -             |  |   | -           |   |   | -             |   |  | 4,435    |  
|Aug 10, 2006  Issued for cash at $0.0887          |            |  |   |         |  |   |            |  |   |               |  |   |             |   |   |               |   |  |          |  
|per share                                          | 200,000    |  |   | 17,758  |  |   | -          |  |   | -             |  |   | -           |   |   | -             |   |  | 17,758   |  
|Aug 10, 2006 - Issued for consulting fees
      at |            |  |   |         |  |   |            |  |   |               |  |   |             |   |   |               |   |  |          |  
|$0.08427 per share                                 | 80,010     |  |   | 6,742   |  |   | -          |  |   | -             |  |   | -           |   |   | -             |   |  | 6,742    |  
|Common shares subscriptions received               | -          |  |   | -       |  |   | -          |  |   | 7,096         |  |   | -           |   |   | -             |   |  | 7,096    |  
|Currency translation adjustment                    | -          |  |   | -       |  |   | -          |  |   | -             |  |   | -           |   |   | (3,146        | ) |  | (3,146   | )
|                                                   |            |  |   |         |  |   |            |  |   |               |  |   |             |   |   |               |   |  |          |  
|Net loss for the
      year ended Nov 30, 2006     | -          |  |   | -       |  |   | -          |  |   | -             |  |   | (159,697    | ) |   | -             |   |  | (159,697 | )
|                                                   |            |  |   |         |  |   |            |  |   |               |  |   |             |   |   |               |   |  |          |  
|Balance November 30, 2006                          | 16,208,810 |  | $ | 472,050 |  | $ | 10,329     |  | $ | 7,096         |  | $ | (487,618    | ) | $ | 26,657        |   |  | 28,514   |  

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

F-7

---

INFOLINXCOMMUNICATIONSLTD. 
  (adevelopmentstagecompany)

STATEMENTOFSTOCKHOLDERSEQUITY

FOR THEPERIODFROMOCTOBER23, 2000(INCEPTION)TONOVEMBER30, 2007

|                                              |            |  |   |         |  |   |            |  |   |               |   |   | Deficit     |   |   |               |  |   |          |  
|--------------------------------------------- | ---------- |  | - | ------- |  | - | ---------- |  | - | ------------- | - | - | ----------- | - | - | ------------- |  | - | -------- | -
|                                              |            |  |   |         |  |   |            |  |   |               |   |   | Accumulated |   |   |               |  |   |          |  
|                                              |            |  |   |         |  |   |            |  |   |               |   |   | during      |   |   | Accumulated   |  |   |          |  
|                                              |            |  |   |         |  |   | Additional |  |   | Common        |   |   | Development |   |   | Other         |  |   |          |  
|                                              |            |  |   |         |  |   | Paid in    |  |   | Share         |   |   | Stage       |   |   | Comprehensive |  |   |          |  
|                                              | Shares     |  |   | Capital |  |   | Capital    |  |   | Subscriptions |   |   |             |   |   | Loss          |  |   | Total    |  
|Balance, November 30, 2006                    | 16,208,810 |  | $ | 472,050 |  | $ | 10,329     |  | $ | 7,096         |   | $ | (487,618    | ) | $ | 26,657        |  | $ | 28,514   |  
|                                              |            |  |   |         |  |   |            |  |   |               |   |   |             |   |   |               |  |   |          |  
|December 1, 2006 - common shares              |            |  |   |         |  |   |            |  |   |               |   |   |             |   |   |               |  |   |          |  
|subscribed                                    | -          |  |   | -       |  |   | -          |  |   | 2,184         |   |   | -           |   |   | -             |  |   | 2,184    |  
|December 1, 2006  shares allotted            | 10         |  |   | 1       |  |   | -          |  |   | -             |   |   | -           |   |   | -             |  |   | 1        |  
|December 4, 2006  Issued for cash at         |            |  |   |         |  |   |            |  |   |               |   |   |             |   |   |               |  |   |          |  
|$0.09 per share                               | 105,000    |  |   | 9,280   |  |   | -          |  |   | (9,280        | ) |   | -           |   |   | -             |  |   | -        |  
|February 1, 2007 - Common shares              |            |  |   |         |  |   |            |  |   |               |   |   |             |   |   |               |  |   |          |  
|subscribed                                    | -          |  |   | -       |  |   | -          |  |   | 2,564         |   |   | -           |   |   | -             |  |   | 2,564    |  
|March 1-29, 2007 - Common shares              |            |  |   |         |  |   |            |  |   |               |   |   |             |   |   |               |  |   |          |  
|subscribed                                    | -          |  |   | -       |  |   | -          |  |   | 112,008       |   |   | -           |   |   | -             |  |   | 112,008  |  
|April 2, 2007 - Issued for consulting fees at |            |  |   |         |  |   |            |  |   |               |   |   |             |   |   |               |  |   |          |  
|$0.09 per share                               | 100,000    |  |   | 8,650   |  |   | -          |  |   | -             |   |   | -           |   |   | -             |  |   | 8,650    |  
|April 2, 2007 - Issued for cash at $0.09per   |            |  |   |         |  |   |            |  |   |               |   |   |             |   |   |               |  |   |          |  
|share                                         | 1,330,000  |  |   | 114,572 |  |   | -          |  |   | (114,572      | ) |   | -           |   |   | -             |  |   | -        |  
|Nov 21, 2007  Common shares subscribed       | -          |  |   | -       |  |   | -          |  |   | 15,159        |   |   | -           |   |   | -             |  |   | 15,159   |  
|Currency translation adjustment               | -          |  |   | -       |  |   | -          |  |   | -             |   |   | -           |   |   | 2,469         |  |   | 2,469    |  
|Net loss for the year ended Nov 30,           |            |  |   |         |  |   |            |  |   |               |   |   |             |   |   |               |  |   |          |  
|2007                                          | -          |  |   | -       |  |   | -          |  |   | -             |   |   | (343,733    | ) |   | -             |  |   | (343,733 | )
|Balance November 30, 2007                     | 17,743,810 |  | $ | 604,553 |  | $ | 10,329     |  | $ | 15,159        |   | $ | (831,351    | ) | $ | 29,126        |  |   | (172,184 | )

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

F-8

---

INFOLINX COMMUNICATIONS LTD. 
  (a development stage company) STATEMENTS OF CASH FLOWS

|                                                                  |   |              |   |   |              |   |   | October 23,    |  
|----------------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | -------------- | -
|                                                                  |   | For the year |   |   | For the year |   |   | 2000           |  
|                                                                  |   | ended        |   |   | ended        |   |   | (inception) to |  
|                                                                  |   | November 30, |   |   | November 30, |   |   | November 30,   |  
|                                                                  |   | 2007         |   |   | 2006         |   |   | 2007           |  
|CASH FLOWS FROM OPERATING ACTIVITIES                              |   |              |   |   |              |   |   |                |  
|Net loss                                                          | $ | (343,733     | ) | $ | (159,697     | ) | $ | (831,351       | )
|Adjustments to reconcile
      net loss to net cash from          |   |              |   |   |              |   |   |                |  
|operating activities:                                             |   |              |   |   |              |   |   |                |  
|- non-cash management fees                                        |   | 27,157       |   |   | 43,147       |   |   | 112,183        |  
|- non-cash consulting fees                                        |   | 8,650        |   |   | 61,893       |   |   | 118,018        |  
|- non-cash research and
      development                         |   | -            |   |   | -            |   |   | 46,350         |  
|- loss on impairment of application software                      |   | 146,916      |   |   | -            |   |   | 146,916        |  
|- depreciation                                                    |   | 2,957        |   |   | 3,476        |   |   | 7,448          |  
|Net changes in non-cash working capital
      items:              |   |              |   |   |              |   |   |                |  
|GST recoverable                                                   |   | 5,803        |   |   | (6,880       | ) |   | -              |  
|Prepaid expenses                                                  |   | 5,077        |   |   | (4,826       | ) |   | (170           | )
|Accounts payable                                                  |   | 7,069        |   |   | 8,982        |   |   | 29,782         |  
|                                                                  |   |              |   |   |              |   |   |                |  
|NET CASH FLOWS USED IN OPERATING ACTIVITIES                       |   | (140,104     | ) |   | (53,905      | ) |   | (370,824       | )
|                                                                  |   |              |   |   |              |   |   |                |  
|CASH FLOWS USED IN INVESTING ACTIVITIES                           |   |              |   |   |              |   |   |                |  
|Acquisition of equipment                                          |   | -            |   |   | (8,670       | ) |   | (10,005        | )
|Software development                                              |   | (14,778      | ) |   | (19,888      | ) |   | (132,513       | )
|                                                                  |   |              |   |   |              |   |   |                |  
|NET CASH FLOWS USED IN INVESTING ACTIVITIES                       |   | (14,778      | ) |   | (28,558      | ) |   | (142,518       | )
|                                                                  |   |              |   |   |              |   |   |                |  
|CASH FLOWS FROM FINANCING ACTIVITIES                              |   |              |   |   |              |   |   |                |  
|Advances from related parties                                     |   | 18,943       |   |   | 8,830        |   |   | 30,520         |  
|Subscription funds                                                |   | 8,063        |   |   | 7,096        |   |   | 23,586         |  
|Proceeds
      on sale of common stock                            |   | 123,853      |   |   | 61,294       |   |   | 432,182        |  
|                                                                  |   |              |   |   |              |   |   |                |  
|NET CASH
      FLOWS FROM FINANCING ACTIVITIES                    |   | 150,859      |   |   | 77,220       |   |   | 486,288        |  
|                                                                  |   |              |   |   |              |   |   |                |  
|EFFECT OF
      EXCHANGE RATE CHANGES                             |   | 2,469        |   |   | (3,146       | ) |   | 29,126         |  
|                                                                  |   |              |   |   |              |   |   |                |  
|INCREASE (DECREASE) IN CASH                                       |   | (1,554       | ) |   | (8,389       | ) |   | 2,072          |  
|                                                                  |   |              |   |   |              |   |   |                |  
|CASH, BEGINNING
      OF YEAR                                     |   | 3,626        |   |   | 12,015       |   |   | -              |  
|                                                                  |   |              |   |   |              |   |   |                |  
|CASH, END
      OF YEAR                                           | $ | 2,072        |   | $ | 3,626        |   | $ | 2,072          |  
|Supplemental disclosure with respect to
      cash flows(Note 8). |   |              |   |   |              |   |   |                |  

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

F-9

---

|INFOLINX COMMUNICATIONS LTD.    
|--------------------------------
|(a development stage company)   
|NOTES TO FINANCIAL STATEMENTS   
|NOVEMBER 30,
      2007 AND 2006

|NOTE 1  NATURE
      OF OPERATIONS AND BASIS OF PRESENTATION
|-------------------------------------------------------------

The Company was incorporated in the State of Nevada on August
  28, 2006. On November 17, 2006, InfoLinx Communications Ltd., a British Columbia
  corporation, merged with and into the Company. InfoLinx Communications Ltd.,
  a British Columbia corporation (Infolinx BC), was incorporated on
  October 23, 2000 and developed the Companys business prior to the November
  17, 2006 merger. In the merger, each share of InfoLinx BC, was converted into
  one share of the Company and the Company assumed the business and operations
  of InfoLinx BC. For accounting purposes, the merger is deemed to be a continuation
  of the BC private company into the United States, and accordingly, the financial
  statements from inception to date are those of the BC private company.

The Company is a development stage company and its general business
  strategy is to develop a hardware and software solution to enable the creation
  of interactive television channels that run on a number of interactive digital
  television platforms and allow advertising print type content to be distributed
  and displayed on a television, on demand. As of February 2003, technological
  feasibility of the Companys application software was established. However,
  as of November 30, 2007 the Companys application software had not yet
  been licensed to any customers. As at November 30, 2007, the carrying value
  for the application software has been written down to $1.

Going concern

These financial statements have been prepared in accordance with
  generally accepted accounting principles in the United States of America with
  the on-going assumption applicable to a going concern which contemplates the
  realization of assets and the satisfaction of liabilities and commitments in
  the normal course of business. The continued operations of the Company and the
  recoverability of asset costs is dependent upon the ability of the Company to
  obtain necessary financing to complete the development of its proprietary software
  and related products and services, and upon the achievement of future profitable
  operations. As of November 30, 2007 the Company has a working capital deficit
  of $176,509 and has incurred losses since inception of $685,528. The Company
  will require additional funds in order to complete the development of its proprietary
  software and related products and services. As a result, further losses are
  anticipated prior to the generation of any revenues.

The Company will depend almost exclusively on outside capital
  to complete the development of its proprietary software and related products.
  Such outside capital will include the sale of additional stock and may include
  commercial borrowing. There can be no assurance that capital will be available
  as necessary to meet these development costs or, if the capital is available,
  that it will be on terms acceptable to the Company. The issuances of additional
  equity securities by the Company may result in a significant dilution in the
  equity interests of its current stockholders. Obtaining commercial loans, assuming
  those loans would be available, will increase the Company's liabilities and
  future cash commitments. The Company is planning additional ongoing equity financing
  by way of private placements to fund its obligations and operations. If the
  Company is unable to obtain financing in the amounts and on terms deemed acceptable,
  the business and future success may be adversely affected. These financial statements
  do not include any adjustments to the recoverability and classification of recorded
  asset amounts and classification of liabilities that might be necessary should
  the Company be unable to continue as a going concern.

Given the Company's limited operating history, lack of sales,
  and its operating losses, there can be no assurance that it will be able to
  achieve or maintain profitability. Accordingly, these factors raise substantial
  doubt about the Companys ability to continue as a going concern.

F-10

---

|NOTE 2  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
|---------------------------------------------------------

Basis of presentationThese financial statements are presented in United States dollars and have
  been prepared in accordance with United States generally accepted accounting
  principles.

Application softwareIn accordance with  Statement of Position (SOP) No. 98-1, Accounting
  for the Costs of Computer Software Developed or Obtained for Internal Use
  and Statement of Financial Accounting Standards (SFAS) No. 86, software
  development costs are expensed as incurred until technological feasibility has
  been established, at which time such costs are capitalized until commercial
  operations have commenced. These capitalized costs are subject to an ongoing
  assessment of recoverability based on anticipated future revenues and changes
  in hardware and software technologies. Software development costs capitalized
  include direct labour and purchased software expenses incurred after technological
  feasibility has been established. Amortization of capitalized application software
  development costs begins upon the commencement of commercial operations. Capitalized
  costs will be amortized over the estimated product life of three to five years,
  using the greater of the straight-line method or the ratio of current product
  revenues to total projected future revenues. At the balance sheet date, the
  Company evaluates the net realizable value of the capitalized costs and adjusts
  the current period amortization for any impairment of the capitalized asset
  value. The net book value of capitalized application software is reviewed annually
  for impairment.

Equipment and amortizationEquipment is recorded at cost and amortization is provided using the declining
  balance basis at 50% per annum.

Use of Estimates and AssumptionsThe preparation of financial statements in conformity with U.S. generally
  accepted accounting principles requires management to make estimates and assumptions
  which affect the reported amounts of assets and liabilities and the disclosure
  of contingent assets and liabilities at the date of the financial statements
  and revenues and expenses for the periods reported. Actual results could differ
  from those estimates.

Significant estimates and assumptions are the estimated useful
  lives of assets, the recoverability of tangible assets, the recoverability of
  intangible assets with indefinite lives, the value of the composition of future
  income tax assets and future income tax liabilities, and the fair value of stock
  based compensation.

Cash and Cash EquivalentsThe Company considers all liquid investments, with an original maturity
  of three months or less when purchased, to be cash equivalents.

Fair Value of Financial InstrumentsIn accordance with the requirements of SFAS No. 107, the Company has determined
  the estimated fair value of financial instruments using available market information
  and appropriate valuation methodologies. The Companys financial instruments
  consist of cash, accounts payable and accrued liabilities, and advances due
  to related parties. The fair value of these financial instruments approximate
  their carrying value due to the short-term maturities of these instruments,
  unless otherwise noted.

F-11

---

|NOTE 2  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|---------------------------------------------------------------------

Foreign currency transactions 
  The financial statements are presented in United States dollars; however, the
  functional currency for the Company is the Canadian dollar. Thus, in accordance
  with Statement of Financial Accounting Standards No. 52, Foreign Currency
  Translation, the current rate method is used. All foreign denominated
  assets and liabilities are translated to their United States dollar equivalents
  using foreign exchange rates that prevailed at the balance sheet date. Revenue
  and expenses are translated at weighted average rates of exchange during the
  year and stockholders equity accounts are translated by using historical
  exchange rates. Translation adjustments resulting from using different rates
  on different financial statement components are reported as a component of accumulated
  other comprehensive income in the stockholders equity section of the balance
  sheet.

Transactions in foreign currency are recorded in their equivalent
  in Canadian dollars using the exchange rate prevailing at the time of the transaction.
  The exchange difference, if any, resulting between the date the transaction
  occurred and the date of its payment or the date of the accounting closing,
  if unpaid, is recorded as a period cost.

Net Loss per Common ShareBasic loss per share includes no dilution and is computed by dividing loss
  attributable to common stockholders by the weighted average number of common
  shares outstanding for the period. Diluted earnings per share reflect the potential
  dilution of securities that could share in the earnings (loss) of the Company.
  Because the Company does not have any potentially dilutive securities, diluted
  loss per share is equal to basic loss per share.

Stock-based compensation 
  On December 1, 2005, the Company adopted SFAS No. 123 (revised 2004) (SFAS No.
  123R), Share-Based Payment, which addresses the accounting for stock-based payment
  transactions in which an enterprise receives employee services in exchange for
  (a) equity instruments of the enterprise or (b) liabilities that are based on
  the fair value of the enterprises equity instruments or that may be settled
  by the issuance of such equity instruments. In January 2005, the Securities
  and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107,
  which provides supplemental implementation guidance for SFAS No. 123R. SFAS
  No. 123R eliminates the ability to account for stock-based compensation transactions
  using the intrinsic value method under Accounting Principles Board (APB) Opinion
  No. 25, Accounting for Stock Issued to Employees, and instead generally requires
  that such transactions be accounted for using a fair-value-based method. The
  Company uses the Black-Scholes-Merton (BSM) option-pricing model
  to determine the fair-value of stock-based awards under SFAS No. 123R.

To date the Company has granted 900,000 stock options. .

Income taxes 
  The Company follows the liability method of accounting for income taxes. Under
  this method, future tax assets and liabilities are recognized for the future
  tax consequences attributable to differences between the financial statement
  carrying amounts of existing assets and liabilities and their respective tax
  balances. Future tax assets and liabilities are measured using enacted or substantially
  enacted tax rates expected to apply to the taxable income in the years in which
  those differences are expected to be recovered or settled. The effect on future
  tax assets and liabilities of a change in tax rates is recognized in income
  in the period that includes the date of enactment or substantive enactment.
  As at November 30, 2006 the Company had net operating loss carryforwards; however,
  due to the uncertainty of realization the Company has provided a full valuation
  allowance for the deferred tax assets resulting from these loss carryforwards.

F-12

---

|NOTE 2  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|---------------------------------------------------------------------

Recent accounting pronouncementsIn February 2007, the FASB issued SFAS No. 159, The Fair Value Option
  for Financial Assets and Financial Liabilities. This Statement permits
  entities to choose to measure many financial assets and financial liabilities
  at fair value. Unrealized gains and losses on items for which the fair value
  option has been elected are reported in earnings. SFAS No. 159 is effective
  for fiscal years beginning after November 15, 2007. The Company is currently
  assessing the impact of SFAS No. 159 on its financial position and results of
  operations.

In December 2007, the FASB issued SFAS No. 141 (Revised) Business
  Combinations. SFAS 141 (Revised) establishes principles and requirements
  for how the acquirer of a business recognizes and measures in its financial
  statements the identifiable assets acquired, the liabilities assumed, and any
  noncontrolling interest in the acquiree. The statement also provides guidance
  for recognizing and measuring the goodwill acquired in the business combination
  and determines what information to disclose to enable users of the financial
  statements to evaluate the nature and financial effects of the business combination.
  The guidance will become effective for the fiscal year beginning after December
  15, 2008. The management is in the process of evaluating the impact SFAS 141
  (Revised) will have on the Companys financial statements upon adoption.

In December 2007, the FASB issued SFAS No. 160 Noncontrolling
  Interests in Consolidated Financial Statements-an amendment of ARB No. 51.
  SFAS 160 establishes accounting and reporting standards for the noncontrolling
  interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance
  will become effective for the fiscal year beginning after December 15, 2008.
  The management is in the process of evaluating the impact SFAS 160 will have
  on the Companys financial statements upon adoption.

|NOTE 3  APPLICATION
      SOFTWARE
|-----------------------------------

|                  |   | November 30, 2007 |   |   | November 30, 2006 | 
|----------------- | - | ----------------- | - | - | ----------------- | 
|                  |   |                   |   |   |                   | 
|Capitalized costs | $ | 146,917           |   | $ | 124,477           | 
|Impairment        |   | (146,916          | ) |   | -                 | 
|                  |   |                   |   |   |                   | 
|                  | $ | 1                 |   | $ | 124,477           | 

During February, 2003, the prototype of the Companys application
  software was successfully tested in a digital network cable environment using
  a set top box. All costs of development of the application software, subsequent
  to the establishment of technological feasibility have been capitalized. As
  of November 30, 2007, capitalized application software costs have not been amortized
  because commercial operations have not yet commenced. The Company anticipates
  commercial operations will commence in fiscal 2008.

As at November 30, 2007, management has determined that it is
  not possible at this time to estimate future cash flows to be generated from
  the application software and accordingly an impairment charge equal to $146,916
  has been recorded.

|NOTE 4  EQUIPMENT
|------------------

|                                     |   | November 30, 2007 |   |   | November 30, 2006 |  
|------------------------------------ | - | ----------------- | - | - | ----------------- | -
|                                     |   |                   |   |   |                   |  
|Equipment                            | $ | 11,435            |   | $ | 10,025            |  
|Less: accumulated
      amortization |   | (8,280            | ) |   | (4,492            | )
|                                     |   |                   |   |   |                   |  
|                                     | $ | 3,155             |   | $ | 5,533             |  

F-13

---

|NOTE 5 - CAPITAL
      STOCK
|----------------------------

Authorized Share CapitalUpon incorporation on October 23, 2000, the Companys capitalization
  was 400,000 common shares divided into (a) 100,000 Class A shares with a par
  value of $0.01 per share; (b) 100,000 Class B shares with a par value of $0.01
  per share; (c) 100,000 Class C shares with a par value of $0.01 per share; and
  (d) 100,000 Class D shares with a par value of $0.01 per share.

Capital ReorganizationOn December 19, 2001 all of the Companys Class B, Class C and Class
  D shares were cancelled, and the 100,000 Class A shares were increased to 100,000,000
  shares. At the same time, both issued and non-issued were changed to shares
  without par value.

Forward splitOn October 9, 2002 the issued common shares of the Company were increased
  from 2,649,700 to 7,949,100 by way of a 4:1 forward split. As a result of the
  forward split, the authorized share capital of the Company was increased from
  100,000,000 common shares to 400,000,000 common shares.

These financial statements, for all periods presented, reflect
  the Companys December 2001 capital reorganization and October 2002 forward
  stock split as if they had occurred effective October 23, 2000 (inception).

Shares IssuedOn October 23, 2000 the Company received $116 from a Director of the Company
  towards the purchase of founders shares.

On October 23, 2000 the Company issued 100,000 restricted shares
  with a fair value of $1,650 as compensation for management fees provided to
  the Company by a Director.

On October 23, 2000 the Company received proceeds of $4,950 on
  issuance of 300,000 restricted shares at a price of $.0165 per share.

On December 7, 2000 the Company received proceeds of $1,625 on
  the issuance of 100,000 restricted shares at a price of $.01625 per share.

On March 7, 2001 the Company received proceeds of $1,650 on the
  issuance of 100,000 restricted shares at a price of $.0165 per share.

On January 17, 2001 the Company issued 1,000,000 restricted shares
  with a fair value of $16,500 as compensation for consulting fees related to
  the development of proprietary software.

On December 24, 2001 the Company issued 7,399,600 founders shares
  for $116.

On February 5, 2002 the Company received proceeds of $7,875 on
  the issuance of 500,000 restricted shares at a price of $0.01575 per share.

On February 7, 2002 the Company issued 600,000 restricted shares
  with a fair value of $9,450 as compensation for consulting services related
  to the development of proprietary software.

In May 2002 the Company received proceeds of $6,000 on issuance
  of 375,000 restricted shares at a price of $0.016 per share.

On June 10, 2002 the Company received proceeds of $1,016 on issuance
  of 62,500 restricted shares at a price of $0.01625 per share.

On July 9, 2002 the Company received proceeds of $1,018 on issuance
  of 61,700 restricted shares at a price of $0.0165 per share.

F-14

---

|NOTE 5 - CAPITAL
      STOCK (continued)
|----------------------------------------

On November 14, 2002 the Company issued 80,000 restricted shares
  with a fair value of $5,040 as compensation for consulting services related
  to the development of proprietary software.

On November 25, 2002 the Company received proceeds of $25,600
  on the issuance of 400,000 restricted shares at a price of $.064 per share.

During December 2002 the Company received proceeds of $22,400
  on the issuance of 350,000 restricted shares at a price of $0.064 per share.

During February 2003 the Company received proceeds of $8,250
  on issuance of 125,000 restricted shares at a price of $0.066 per share.

On February 28, 2003 the Company received proceeds of $1,675
  on issuance of 25,000 restricted shares at a price of $0.067 per share.

During March, 2003 the Company received proceeds of $13,600 on
  issuance of 200,000 restricted shares at a price of $0.068 per share.

During March, 2003 the Company received proceeds of $13,600 on
  issuance of 200,000 restricted shares at a price of $0.068 per share.

During February 2004 the Company received proceeds of $11,269,
  on issuance of 150,000 restricted shares at a price of $0.07512 per share.

March 2004 the Company received proceeds of $10,119 net of $1,124
  financing costs, on issuance of 150,000 restricted shares at a price of approximately
  $0.07 per share.

In March 2004 the Company received proceeds of $1,881, on issuance
  of 25,000 restricted shares at a price of approximately $0.07 per share.

During April 2004 the Company received proceeds of $12,034 net
  of $1337 financing costs on issuance of 180,000 restricted shares at a price
  of $0.0743 per share.

During May, 2004 the Company received proceeds of $25,938 net
  of $2,882 financing costs on issuance of 400,000 restricted shares at a price
  of approximately $0.07 per share.

During June, 2004 the Company received proceeds of $6,587 net
  of $732 financing costs on issuance of 100,000 restricted shares at a price
  of approximately $0.07 per share.

On June 30, 2004 the Company issued 10,000 restricted shares
  with a fair value of $743 as compensation for consulting fees at a price of
  approximately $0.07 per share.

On July 14, 2004 the Company received proceeds of $17,435 on
  issuance of 230,000 restricted shares at a price of approximately $0.07 per
  share.

On July 17, 2004 the Company received proceeds of $30,911 net
  of $3,435 financing costs on issuance of 450,000 restricted shares at a price
  of approximately $0.07 per share.

On July 17, 2004 the Company received proceeds of $6,869 on issuance
  of 90,000 restricted shares at a price of approximately $0.07 per share.

On July 31, 2004 the Company issued 10,000 restricted shares
  with a fair value of $752 as compensation for consulting fees at a price of
  approximately $0.07 per share.

F-15

---

|NOTE 5 - CAPITAL
      STOCK (continued)
|----------------------------------------

During August, 2004 the Company received proceeds of $20,520
  net of $2,280 financing costs on issuance of 300,000 restricted shares at
  a price of approximately $0.08 per share.

On August 31, 2004 the Company issued 10,000 restricted shares
  with a fair value of $758 as compensation for consulting fees at a price
  of approximately $0.08 per share.

On July 21, 2005 the Company received proceeds of $8,427
  on issuance of 100,000 restricted shares at a price of approximately $0.09
  per share.

In February 2006 the Company entered into an agreement for
  consulting services to be paid by the issuance of 200,000 shares of common stock.
  On May 4, 2006 the Company issued 200,000 shares of common stock at the fair
  value of approximately $0.09 per share for a total cost of $18,070 for
  consulting services.

On May 4, 2006 the Company received proceeds of $5,220
  on issuance of 60,000 restricted shares at a price of approximately $0.09
  per share.

On May 4, 2006 the Company received proceeds of $9,035
  on issuance of 100,000 units at a price of approximately $0.09 per share.
  Each unit is comprised of one restricted share and one warrant to purchase shares
  at Can$0.15 for a period of two years.

On May 4, 2006 the Company received proceeds of $11,294
  on issuance of 125,000 units at a price of approximately $0.09 per share.
  Each unit is comprised of one restricted share and one warrant to purchase shares
  at Can$0.15 for a period of one year.

On May 4, 2006 the Company received proceeds of $13,553
  on issuance of 150,000 restricted shares at a price of approximately $0.09
  per share.

On May 17, 2006 the Company issued 480,000 restricted shares
  at a price of approximately $0.09 per share in payment of accrued management
  fees of $43,147.

On May 17, 2006 the Company issued 440,000 restricted shares
  at a price of approximately $0.09 per share in payment of consulting fees
  of $37,081.

On July 14, 2006 the Company received proceeds of $4,435
  on issuance of 50,000 restricted shares at a price of $0.0887 per share.

On August 10, 2006 the Company received proceeds of $17,758
  on issuance of 200,000 units at a price of approximately $0.09 per unit.
  Each unit is comprised of one restricted share and one warrant to purchase shares
  at CDN $0.15 for a period of two years.

On August 10, 2006 the Company issued 80,010 restricted shares
  at a price of approximately $0.09 per share in satisfaction of a liability
  to issue shares of $6,742.

As a consequence of the November 17, 2006, merger of Infolinx
  BC into the Company the 16,208,800 outstanding shares of Infolinx BC were exchanged
  for shares of the Company on a one for one basis.

On December 4, 2006 the Company issued 105,000 units at an
  average price of approximately $0.09 per unit for proceeds of $9,280.
  Each unit is comprised of one share and one warrant to purchase shares at CDN
  $0.15 for a period of two years.

On December 7, 2006 the Company issued 10 shares to its President
  at an average price of approximately $0.09 per share for proceeds of $1.

On April 2, 2007, the Company issued 1,330,000 restricted
  shares at an average price of $0.09 per share for total proceeds of $114,573.

F-16

---

|NOTE 5 - CAPITAL
      STOCK (continued)
|----------------------------------------

On April 2, 2007 the Company issued 100,000 restricted shares
  at a price of approximately $0.09 per share in payment of consulting fees of
  $8,650.

On November 21, 2007 the Company received common share subscriptions
  of $15,159 (Note 10).

Stock Option PlanOn October 25, 2005 the Company adopted a stock option plan. The Company
  is authorized to grant options to directors, employees and consultants to acquire
  up to 10% of the issued and outstanding common stock. The exercise price of
  each option is based on the market price of the Company's stock as calculated
  on the date of grant. The options can be granted for a maximum term of 5 years.

Stock Options(a)           The
  Company has, effective September 22, 2005, granted incentive stock options to
  purchase an aggregate of 650,000 shares of common stock to two consultants of
  the Company. The incentive stock options will be exercisable for a period of
  two years expiring on September 22, 2007 at a price of $0.10 per share. The
  stock options vested fully upon grant. A consulting fee expense of $7,459 was
  recorded representing the fair value of the options at September 22, 2005 and
  a corresponding amount was recorded as additional paid in capital. The fair
  value was estimated using the Black-Scholes option pricing model assuming an
  expected life of 2 years, a risk-free interest rate of 3.95% and an expected
  volatility of 31%. The options expired on September 22, 2007.

(b)          
  The Company has, effective September 23, 2005, granted incentive stock options
  to purchase an aggregate of 250,000 shares of common stock to a consultant of
  the Company. These options vested fully upon grant and will be exercisable for
  a period of two years expiring on September 23, 2007 at a price of $0.10 per
  share. A consulting fee expense of $2,870 was recorded representing the fair
  value of the options at September 23, 2005 and a corresponding amount was recorded
  as additional paid in capital. The fair value was estimated using the Black-Scholes
  option pricing model assuming an expected life of 2 years, a risk-free interest
  rate of 3.95% and an expected volatility of 31%. The options expired on September
  23, 2007.

There were no share options outstanding at November 30, 2007.

Stock option transactions and the number of options outstanding
  are summarized as follows:

Year
        ended November 30, 2007
      
      
      Year
        ended November 30, 2006Weighted
      
      
      
      
      
      
      
      
      WeightedWeighted
      
      
      Average
      
      
      
      
      
      Weighted
      
      
      AverageAverage
      
      
      Remaining
      
      
      
      
      
      Average
      
      
      RemainingNumber of
      
      
      Exercise Price
      
      
      Contractual
      
      
      Number of
      
      
      Exercise Price
      
      
      ContractualShares
      
      
      per
        Share
      
      
      Life
        in Years
      
      
      Shares
      
      
      per
        Share
      
      
      Life
        in Years$
      
      
      
      
      
      
      
      
      $Balance Beginning of Year
      
      900,000
      
      
      0.10
      
      
      0.81
      
      
      900,000
      
      
      0.10
      
      
      1.81Granted
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Exercised
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Expired
      
      900,000
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Balance End of Year
      
      -
      
      
      -
      
      
      -
      
      
      900,000
      
      
      0.10
      
      
      0.81


F-17

---

|NOTE 5 - CAPITAL
      STOCK (continued)
|----------------------------------------

The following warrants were outstanding at November 30, 2007:

Weighted
      
      WeightedAverage Life
      Number of
      Average LifeNumber of Warrants
      in Years at,
      Warrants
      in Years at,Exercise Price
      
      
      November 30,
      November 30,
      November 30,Date Issued
      Per
        Share
      Expiry Date
      November 30, 2007
      2007
      2006
      2006$(CAD)May 4, 2006
      0.15
      May 4, 2008
      100,000
      0.43
      100,000
      1.43May 4, 2006
      0.15
      May 4, 2007
      -
      -
      50,000
      0.42May 4, 2006
      0.15
      May 4, 2007
      -
      -
      75,000
      0.42August 10, 2006
      0.15
      August 10, 2008
      100,000
      0.70
      100,000
      1.70August 10, 2006
      0.15
      August 10, 2008
      100,000
      0.70
      100,000
      1.70December 4, 2006
      0.15
      December 4, 2008
      105,000
      1.01
      -
      -405,000
      0.71
      425,000
      1.26


Warrant transactions and the number of warrants outstanding are
  summarized as follows:

Year ended November 30, 2007
      
      
      Year ended November 30, 2006Weighted
      
      
      Weighted
      
      
      
      
      
      
      
      
      WeightedAverage
      
      
      Average
      
      
      
      
      
      Weighted
      
      
      AverageExercise Price
      
      
      Remaining
      
      
      
      
      
      Average
      
      
      RemainingNumber of
      
      
      per Share
      
      
      Contractual
      
      
      Number of
      
      
      Exercise Price
      
      
      ContractualShares
      
      
      ($CAD)
      
      
      Life
        in Years
      
      
      Shares
      
      
      per
        Share
      
      
      Life
        in Years$Balance Beginning of Year
      
      425,000
      
      
      0.15
      
      
      1.26
      
      
      -
      
      
      -
      
      
      -Granted
      
      105,000
      
      
      0.15
      
      
      2.00
      
      
      -
      
      
      -
      
      
      -Exercised
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Expired
      
      125,000
      
      
      0.15
      
      
      -
      
      
      -
      
      
      -
      
      
      -Balance End of Year
      
      405,000
      
      
      0.15
      
      
      0.71
      
      
      425,000
      
      
      0.15
      
      
      1.26


F-18

---

|NOTE 6  RELATED
      PARTY TRANSACTIONS
|-----------------------------------------

During the year ended November 30, 2007 the Company incurred
  $62,695 in management fees to two Directors of the Company.

During the year ended November 30, 2006 the Company incurred
  $91,828 in management fees to two Officers and certain Directors of the Company.

As of November 30, 2007 the Company owed $78,224 (2006 - $39,760)
  to the President of the Company; $59,952 (2006 - $52,352) to a Director; $292
  (2006 - $256) to a former Director. Amounts due to related parties are unsecured,
  non interest bearing and have no specific terms of repayment.

The Company has recorded a liability to issue 100,000 shares
  of common stock at $0.08552 per share for a total cost of $8,552 for fees payable
  in common stock to one of the consultants for the months of October and November
  2005. In November 2005 this consultant became a director of the Company and,
  accordingly, the fees have been recorded as management fees. In the year ended
  November 30, 2006 the Company has recorded a further liability to issue 500,000
  shares of common stock at $0.0876 per share for a total cost of $43,800 for
  management fees payable to this director which is included in amounts due to
  related parties  adjusted at the November 30, 2007 exchange rate. (Refer
  to Note 9.)

The above transactions have been in the normal course of operations
  and, in managements opinion, undertaken with the same terms and conditions
  as transactions with unrelated parties.

|NOTE 7  INCOME
      TAXES
|---------------------------

A reconciliation of current income taxes at statutory rates with
  the reported taxes is as follows:

|                                                |   | Year ended   |   |   | Year ended   |  
|----------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                |   | November 30, |   |   | November 30, |  
|                                                |   | 2007         |   |   | 2006         |  
|                                                |   |              |   |   |              |  
|Loss before income taxes (recovery)             |   | (343,733     | ) | $ | (159,697     | )
|Statutory rate                                  |   | 34%          |   |   | 34%          |  
|Current income taxes (recovery)                 |   | (116,869     | ) | $ | (54,297      | )
|Unrecognized items for tax purposes             |   | 1,099        |   |   | 54,297       |  
|Other                                           |   | 197          |   |   | -            |  
|Unrecognized benefits
      of operating losses |   | 115,573      |   |   | -            |  
|                                                |   |              |   |   |              |  
|Total current income
      taxes (recovery)     | $ | -            |   | $ | -            |  

The Company has net operating loss carry-forwards of approximately
  $340,034 which may be available to offset future taxable income which will expire
  as follows:

| | 2026 |   | -       | 
| | ---- | - | ------- | 
| | 2027 |   | 340,034 | 
| |      | $ | 340,034 | 

F-19

---

|NOTE 7  INCOME
      TAXES (continued)
|---------------------------------------

Due to the uncertainty of realization of these loss carry-forwards,
  a full valuation allowance has been provided for this deferred tax asset. The
  tax effects of temporary differences that give rise to significant components
  of deferred income tax assets and liabilities are as follows:

|                                                         |   | 2007     |   |   | 2006 | 
|-------------------------------------------------------- | - | -------- | - | - | ---- | 
|Deferred income tax assets (liabilities):                |   |          |   |   |      | 
|Operating losses available for future periods            | $ | 115,611  |   | $ | -    | 
|Tax value of equipment in excess of carrying
      value |   | (38      | ) |   | -    | 
|Valuation allowance                                      |   | (115,573 | ) |   | -    | 
|Net deferred income tax asset (liability)                | $ | -        |   | $ | -    | 

Future tax benefits which may arise as a result of these losses
  have not been recognized in these financial statements, as their realization
  is determined uncertain to occur.

|NOTE 8  SUPPLEMENTAL
      DISCLOSURE WITH RESPECT TO CASH FLOWS
|-----------------------------------------------------------------

|                                 |   | Year ended   |  |   | Year ended   | 
|-------------------------------- | - | ------------ |  | - | ------------ | 
|                                 |   | November 30, |  |   | November 30, | 
|                                 |   | 2007         |  |   | 2006         | 
|                                 |   |              |  |   |              | 
|Cash paid during the period for: |   |              |  |   |              | 
|Interest                         | $ | -            |  | $ | -            | 
|Income taxes                     | $ | -            |  | $ | -            | 

In February 2006 the Company entered into an agreement for consulting
  services to be paid by the issuance of 200,000 shares of common stock. On May
  4, 2006 the Company issued 200,000 shares of common stock at approximately $0.09
  per share for a total cost of $18,070 for consulting services.

On May 17, 2006 the Company issued 480,000 restricted shares
  at a price of approximately $0.09 per share in payment of accrued management
  fees of $43,147.

On May 17, 2006 the Company issued 440,000 restricted shares
  at a price of approximately $0.09 per share in payment of a liability to issue
  shares for management fees of $37,081 incurred in the year ended November 30,
  2004.

On August 10, 2006 the Company issued 80,010 restricted shares
  at a price of approximately $0.09 per share in satisfaction of a liability to
  issue shares of $6,742 incurred in the year ended November 30, 2004.

During the year ended November 30, 2006 the Company recorded
  management fees payable of $43,800 to be paid by the issuance of 500,000 shares
  of common stock at approximately $0.09 per share.

During the year ended November 30, 2005 the Company recorded
  management fees payable of $8,552 to be paid by the issuance of 100,000 shares
  of common stock at approximately $0.09 per share.

In February 2007 the Company entered into an agreement with Anderson
  Marketing Services for consulting services for a fee of CDN$ 10,000 payable
  by the issuance of 100,000 shares. The services were completed in March 2007
  and the shares were issued on April 2, 2007 for a consulting cost of $8,650.

F-21

---

|NOTE 9  COMMITMENTS
|--------------------

In September 2005 the Company entered into three agreements for
  consulting services. The consultants shall receive fees as follows:

|Consultant | Options              | Cash Monthly Fees | Common stock                                                                                                     
|---------- | -------------------- | ----------------- | -----------------------------------------------------------------------------------------------------------------
|           | exercisable at $US   | (to commence      | in lieu of fees                                                                                                  
|           | 0.10 for a period of | upon Board        |                                                                                                                  
|           | two years.           | approval)         |                                                                                                                  
|1.         | 400,000              | $ CAD 2,000       | 50,000 common shares per month
      for a period of 12 months                                                   
|2.         | 250,000              | $CAD 2,000        | 12,500 common shares per month for a period
      of 12 months                                                   
|3.         | 250,000              | $CAD 2,000        | 30,000 common shares in the
      first month and 20,000 
      common shares per month for a period of 11 months

Options were granted to all three consultants upon signing of
  the agreements. (Note 5)

Consultant 1 commenced providing services for common stock in
  lieu of fees in October 2005. Services were completed in September 2006. Board
  approval for the commencement of payment of cash monthly fees was not granted
  for consultant 1. The agreement expired in September 2007.

Consultant 2 commenced providing services in February 2007 accordingly,
  in February 2007 the Company commenced payment of cash fees of $ CDN 2,000 per
  month to this consultant. Board approval was not granted for the issuance of
  common stock in lieu of fees. The agreement expired in September 2007. This
  consultant continues providing services to the Company on month to month basis.

The agreement with consultant 3 expired in September 2007. Consultant
  3 did not commence services prior to expiry of the agreement accordingly, no
  fees were recorded.

|NOTE 10 
      SUBSEQUENT EVENTS
|---------------------------------

On January 28, 2008 the Company issued 150,000 restricted shares
  at a price of approximately $0.09 per share for total proceeds of $15,159 for
  the subscription received prior to year end.

On December 27, 2007 the Company received common share subscriptions
  of $76,448.

F-22

---

EXHIBIT INDEX

|Number | Exhibit Description                                                                                                                                        
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                            
|3.1    | Agreement and
        Plan of Merger (incorporated by reference to Exhibit 2 of the Registration
        Statement on Form 10-SB filed on January 4, 2007).
|       |                                                                                                                                                            
|3.2    | Articles of
        Incorporation (incorporated by reference to Exhibit 3.1 of the Registration
        Statement on Form 10-SB filed on January 4, 2007). 
|       |                                                                                                                                                            
|3.3    | Articles of
        Merger (incorporated by reference to Exhibit 3.2 of the Registration Statement
        on Form 10-SB filed on January 4, 2007).        
|       |                                                                                                                                                            
|3.4.1  | ByLaws (incorporated
        by reference to Exhibit 3.3 of the Registration Statement on Form 10-SB
        filed on January 4, 2007).                    
|       |                                                                                                                                                            
|14.1   | Code
        of Business Conduct                                                                                                                           
|       |                                                                                                                                                            
|31.1   | Section
        302 Certifications - CEO                                                                                                                   
|       |                                                                                                                                                            
|31.2   | Section
        302 Certifications - CFO                                                                                                                   
|       |                                                                                                                                                            
|32.1   | Section
        906 Certifications - CEO                                                                                                                   
|       |                                                                                                                                                            
|32.2   | Section 906 Certifications
      - CFO                                                                                                                     

---

21

SIGNATURE

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.

|                         | **INFOLINX COMMUNICATIONS LTD.**
|------------------------ | --------------------------------
|                         |                                 
|                         |                                 
|                         |                                 
|Dated: February 28, 2008 | By:                             
|                         |                                 

---