---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB/A

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED February 29, 2008

[   ] 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)                                    |                                  

Suite 610  815 West Hastings Street Vancouver, BC V6C
1B4(604) 484-3955(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 Par Value

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 [  ]

As of April 11, 2008, the Registrant had 17,893,810 shares of
common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one) Yes
[   ]   No [X]

---

1

**ADVISEMENT**

This Amendment No.1 (this “Amendment) to Form  10-QSB of InfoLinx Communications Ltd. (the Company) for the period ending February 29  2008 is solely for the purpose of filing a corrected “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 - FINANCIAL
      INFORMATION                                                                | 3   
|                                                                                                    |     
|ITEM 1. FINANCIAL
      STATEMENTS                                                                  | 3   
|                                                                                                    |     
|ITEM 2. MANAGEMENTS
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 4   
|                                                                                                    |     
|ITEM 3. CONTROLS AND
      PROCEDURES                                                               | 6   
|                                                                                                    |     
|PART II OTHER
      INFORMATION                                                                     | 7   
|                                                                                                    |     
|ITEM 1. LEGAL
      PROCEEDINGS                                                                     | 7   
|                                                                                                    |     
|ITEM 2. CHANGES IN
      SECURITIES AND USE OF PROCEEDS                                             | 7   
|                                                                                                    |     
|ITEM 3. DEFAULTS UPON
      SENIOR SECURITIES                                                       | 7   
|                                                                                                    |     
|ITEM 4. SUBMISSION OF
      MATTERS TO A VOTE OF SECURITY HOLDERS                                   | 7   
|                                                                                                    |     
|ITEM 5. OTHER
      INFORMATION                                                                     | 7   
|                                                                                                    |     
|ITEM 6. EXHIBITS AND
      REPORTS ON FORM 8-K                                                      | 7   
|                                                                                                    |     
|SIGNATURE                                                                                           | 8   

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INFOLINX COMMUNICATIONS LTD.

QUARTERLY REPORT ON FORM 10-QSB

FOR THE PERIOD ENDED FEBRUARY 29, 2008



FORWARD-LOOKING STATEMENTS

This Form 10-QSB for the quarterly period ended February 29,
2008 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
10-KSB, 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.

---

3

PART I. - FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



INFOLINX COMMUNICATIONS LTD. (a development stage
company)

FINANCIAL STATEMENTS FEBRUARY 29, 2008

(unaudited)

(Stated in U.S. dollars)











|BALANCE
      SHEETS               
|-----------------------------------
|                                   
|STATEMENTS
      OF OPERATIONS     
|                                   
|STATEMENTS
      OF CASH FLOWS     
|                                   
|NOTES
      TO FINANCIAL STATEMENTS

F-i

---

INFOLINX COMMUNICATIONS LTD. (a development stage
company)

BALANCE SHEETS

|                                                 |   | February 29, 2008 |   |   | November 30, 2007 |  
|------------------------------------------------ | - | ----------------- | - | - | ----------------- | -
|                                                 |   | (Unaudited)       |   |   |                   |  
|                                                 |   |                   |   |   |                   |  
|                                                 |   |                   |   |   |                   |  
|CURRENT ASSETS                                   |   |                   |   |   |                   |  
|Cash                                             | $ | 13,784            |   | $ | 2,072             |  
|Prepaid expenses                                 |   | -                 |   |   | 177               |  
|                                                 |   | 13,784            |   |   | 2,249             |  
|                                                 |   |                   |   |   |                   |  
|EQUIPMENT(Note 4)                                |   | 2,820             |   |   | 3,155             |  
|APPLICATION
      SOFTWARE(Note 3)               |   | 1                 |   |   | 1                 |  
|                                                 |   |                   |   |   |                   |  
|                                                 | $ | 16,605            |   | $ | 5,405             |  
|                                                 |   |                   |   |   |                   |  
|                                                 |   |                   |   |   |                   |  
|                                                 |   |                   |   |   |                   |  
|CURRENT LIABILITIES                              |   |                   |   |   |                   |  
|Accounts payable and accrued
      liabilities   | $ | 48,733            |   | $ | 39,121            |  
|Due
      to related parties (Note 6)            |   | 138,228           |   |   | 138,468           |  
|                                                 |   |                   |   |   |                   |  
|                                                 |   | 186,961           |   |   | 177,589           |  
|NATURE AND CONTINUANCE OF OPERATIONS(Note 1)     |   |                   |   |   |                   |  
|STOCKHOLDERS EQUITY                             |   |                   |   |   |                   |  
|Capital stock (Note 5)                           |   |                   |   |   |                   |  
|Common stock, without par value,                 |   |                   |   |   |                   |  
|400,000,000 shares authorized                    |   |                   |   |   |                   |  
|17,893,810 common shares issued and outstanding  |   |                   |   |   |                   |  
|(November 30, 2007  17,743,810;)                |   | 619,712           |   |   | 604,553           |  
|Additional paid in capital                       |   | 10,329            |   |   | 10,329            |  
|Common share subscriptions (Note 5)              |   | 76,448            |   |   | 15,159            |  
|Deficit accumulated during the development stage |   | (899,615          | ) |   | (831,351          | )
|Accumulated other comprehensive income           |   | 22,770            |   |   | 29,126            |  
|                                                 |   |                   |   |   |                   |  
|                                                 |   | (170,356          | ) |   | (172,184          | )
|                                                 |   |                   |   |   |                   |  
|                                                 | $ | 16,605            |   | $ | 5,405             |  

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

F-1

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INFOLINX COMMUNICATIONS LTD. (a development stage
company)

STATEMENTS OF OPERATIONS(unaudited)

|                                                 |   | Three
      months |   |   | Three
      months |   |   | October
      23, | 
|------------------------------------------------ | - | ------------------ | - | - | ------------------ | - | - | ----------------- | 
|                                                 |   | ended              |   |   | ended              |   |   | 2000 (inception)  | 
|                                                 |   | February 29,       |   |   | February 28,       |   |   | to February 29,   | 
|                                                 |   | 2008               |   |   | 2007               |   |   | 2008              | 
|                                                 |   |                    |   |   |                    |   |   |                   | 
|                                                 |   |                    |   |   |                    |   |   |                   | 
|GENERAL AND ADMINISTRATIVE EXPENSES              |   |                    |   |   |                    |   |   |                   | 
|                                                 |   |                    |   |   |                    |   |   |                   | 
|Office and general                               | $ | 6,222              |   | $ | 3,667              |   | $ | 77,873            | 
|Consulting fees                                  |   | 7,594              |   |   | 1,059              |   |   | 91,497            | 
|Consulting fees  stock based                    |   | -                  |   |   | -                  |   |   | 10,329            | 
|Depreciation                                     |   | 399                |   |   | 554                |   |   | 6,768             | 
|Management fees                                  |   | 15,149             |   |   | 10,370             |   |   | 289,494           | 
|Professional fees                                |   | 16,519             |   |   | 9,623              |   |   | 155,465           | 
|Research and development (Note 3)                |   | 20,997             |   |   | -                  |   |   | 80,702            | 
|Transfer agent and filing fees                   |   | 1,175              |   |   | 2,642              |   |   | 18,493            | 
|Travel expenses                                  |   | 209                |   |   | -                  |   |   | 22,078            | 
|Loss on impairment
      of application software |   | -                  |   |   | -                  |   |   | 146,916           | 
|                                                 |   | 68,264             |   |   | 27,915             |   |   | 899,615           | 
|                                                 |   |                    |   |   |                    |   |   |                   | 
|NET LOSS                                         | $ | 68,264             |   | $ | 27,915             |   | $ | 899,615           | 
|                                                 |   |                    |   |   |                    |   |   |                   | 
|                                                 |   |                    |   |   |                    |   |   |                   | 
|BASIC AND DILUTED NET LOSS PER COMMON SHARE      | $ | (0.00              | ) | $ | (0.00              | ) |   |                   | 
|                                                 |   |                    |   |   |                    |   |   |                   | 
|WEIGHTED AVERAGE NUMBER OF                       |   |                    |   |   |                    |   |   |                   | 
|COMMON SHARES OUTSTANDING                        |   | 17,859,195         |   |   | 16,312,649         |   |   |                   | 

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

F-2

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

|                                                     |   | Three
      months |   |   | Three
      months |   |   | October
      23, 2000 |  
|---------------------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ---------------------- | -
|                                                     |   | ended              |   |   | ended              |   |   | (inception) to         |  
|                                                     |   | February 29,       |   |   | February 28,       |   |   | February 28,           |  
|                                                     |   | 2008               |   |   | 2007               |   |   | 2008                   |  
|CASH FLOWS FROM OPERATING                            |   |                    |   |   |                    |   |   |                        |  
|ACTIVITIES                                           |   |                    |   |   |                    |   |   |                        |  
|Net loss for the period                              | $ | (68,264            | ) | $ | (27,915            | ) | $ | (899,615               | )
|Adjustments to reconcile net loss to net cash from   |   |                    |   |   |                    |   |   |                        |  
|operating activities:                                |   |                    |   |   |                    |   |   |                        |  
|- non-cash management fees                           |   | -                  |   |   | 9,628              |   |   | 112,183                |  
|- non-cash consulting fees                           |   | -                  |   |   | -                  |   |   | 118,018                |  
|- non-cash research and development                  |   | -                  |   |   | -                  |   |   | 46,350                 |  
|- loss on impairment of application
      software   |   | -                  |   |   | -                  |   |   | 146,916                |  
|- depreciation                                       |   | 399                |   |   | 439                |   |   | 7,847                  |  
|Net changes in non-cash working capital
      items: |   |                    |   |   |                    |   |   |                        |  
|GST recoverable                                      |   | -                  |   |   | (435               | ) |   | -                      |  
|Prepaid expenses                                     |   | 177                |   |   | 1,184              |   |   | 7                      |  
|Accounts payable                                     |   | 9,548              |   |   | 5,198              |   |   | 39,330                 |  
|NET CASH FLOWS USED IN OPERATING                     |   | (58,140            | ) |   | (11,901            | ) |   | (428,964               | )
|ACTIVITIES                                           |   |                    |   |   |                    |   |   |                        |  
|                                                     |   |                    |   |   |                    |   |   |                        |  
|CASH FLOWS USED IN INVESTING                         |   |                    |   |   |                    |   |   |                        |  
|ACTIVITIES                                           |   |                    |   |   |                    |   |   |                        |  
|Acquisition of equipment                             |   | -                  |   |   | -                  |   |   | (10,005                | )
|Software development                                 |   | -                  |   |   | (1,000             | ) |   | (132,513               | )
|                                                     |   |                    |   |   |                    |   |   |                        |  
|NET CASH FLOWS USED IN INVESTING                     |   | -                  |   |   | (1,000             | ) |   | (142,518               | )
|ACTIVITIES                                           |   |                    |   |   |                    |   |   |                        |  
|                                                     |   |                    |   |   |                    |   |   |                        |  
|CASH FLOWS FROM FINANCING                            |   |                    |   |   |                    |   |   |                        |  
|ACTIVITIES                                           |   |                    |   |   |                    |   |   |                        |  
|Advances from (repayments to) related parties        |   | (240               | ) |   | 5,702              |   |   | 30,280                 |  
|Subscription funds                                   |   | 76,448             |   |   | 2,564              |   |   | 100,034                |  
|Proceeds on sale
      of common stock               |   | -                  |   |   | 2,184              |   |   | 432,182                |  
|                                                     |   |                    |   |   |                    |   |   |                        |  
|NET CASH FLOWS FROM FINANCING                        |   | 76,208             |   |   | 10,450             |   |   | 562,496                |  
|ACTIVITIES                                           |   |                    |   |   |                    |   |   |                        |  
|                                                     |   |                    |   |   |                    |   |   |                        |  
|EFFECT OF EXCHANGE RATE CHANGES                      |   | (6,356             | ) |   | 1,517              |   |   | 22,770                 |  
|                                                     |   |                    |   |   |                    |   |   |                        |  
|INCREASE (DECREASE) IN CASH                          |   | 11,712             |   |   | (934               | ) |   | 13,784                 |  
|CASH, BEGINNING
      OF PERIOD                      |   | 2,072              |   |   | 3,626              |   |   | -                      |  
|                                                     |   |                    |   |   |                    |   |   |                        |  
|CASH, END OF
      PERIOD                            | $ | 13,784             |   | $ | 2,692              |   | $ | 13,784                 |  

Supplemental disclosure with respect to cash flows(Note
7)

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

F-3

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|INFOLINX COMMUNICATIONS LTD. 
|-----------------------------
|(a development stage company)
|NOTES TO FINANCIAL STATEMENTS
|FEBRUARY 29, 2008            
|(unaudited)                  

|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
October 23, 2000 to November 17, 2006 are those of the BC private company.

The Companys SB-2 registration became effective as of
September 12, 2007.

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. As at
  November 30, 2007, the carrying value for the application software has been
  written down to $1. In the three months ended February 29, 2008 the Company
  incurred $20,997 in application software development costs. As of February 29,
  2008, the Companys application software had not yet been licensed to any
  customers.

Going concernThese 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 February 29, 2008
the Company had a working capital deficit of $173,177 and has incurred losses
since inception of $899,615. 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.

Unaudited Interim Financial StatementsThe
accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB of Regulation S-B.

---

|INFOLINX COMMUNICATIONS LTD. 
|-----------------------------
|(a development stage company)
|NOTES TO FINANCIAL STATEMENTS
|FEBRUARY 29, 2008            
|(unaudited)                  

|NOTE 1  NATURE
      OF OPERATIONS AND BASIS OF PRESENTATION (continued)
|-------------------------------------------------------------------------

They do not include all information and footnotes required by
United States generally accepted accounting principles for complete financial
statements. However, except as disclosed herein, there have been no material
changes in the information disclosed in the notes to the financial statements
for the year ended November 30, 2007 included in the Companys 10-KSB filed with
the Securities and Exchange Commission. The interim unaudited financial
statements should be read in conjunction with those financial statements
included in the Form 10-KSB. In the opinion of management, all adjustments
considered necessary for a fair presentation, consisting solely of normal
recurring adjustments, have been made. Operating results for the three months
ended February 29, 2008, are not necessarily indicative of the results that may
be expected for the year ending November 30, 2008.

|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.

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
consolidated 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.

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.

F-5

---

|INFOLINX COMMUNICATIONS LTD. 
|-----------------------------
|(a development stage company)
|NOTES TO FINANCIAL STATEMENTS
|FEBRUARY 29, 2008            
|(unaudited)                  

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

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 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. The
options expired unexercised.

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 February 29, 2008
the Company had net operating loss carry forwards; however, due to the
uncertainty of realization the Company has provided a full valuation allowance
for the deferred tax assets resulting from these loss carry forwards.

Recent accounting pronouncementsThe Company adopted
the provisions of FIBS Interpretation No. 48, Accounting for Uncertainty in
Income Taxes (FIN 48), on December 1, 2007. Previously, the Company had
accounted for tax contingencies in accordance with SFAS No. 5, Accounting for
Contingencies. As required by Interpretation 48, which clarifies SFAS No. 109,
Accounting for Income Taxes, the Company recognizes the financial statement
benefit of a tax position only after determining that the relevant tax authority
would more likely than not sustain the position following an audit. For tax
positions meeting this standard, the amount recognized in the financial
statements is the largest benefit that has a greater than 50 percent likelihood
of being realized upon ultimate settlement with the relevant tax authority. At
the adoption date, the Company applied Interpretation 48 to all tax positions
for which the statute of limitations remained open. The adoption of FIN 48 did
not have a material impact in the financial statements during the period ended
February 29, 2008.

F-6

---

|INFOLINX COMMUNICATIONS LTD. 
|-----------------------------
|(a development stage company)
|NOTES TO FINANCIAL STATEMENTS
|FEBRUARY 29, 2008            
|(unaudited)                  

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

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 non-controlling 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 Non-controlling
Interests in Consolidated Financial Statements-an amendment of ARB No. 51. SFAS
160 establishes accounting and reporting standards for the non-controlling
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.

On December 21, 2007, the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 110, (SAB 110). SAB 110 provides guidance
to issuers on the method allowed in developing estimates of expected term of
plain vanilla share options in accordance with SFAS No. 123(R), Share-Based
Payment. The staff will continue to accept, under certain circumstances, the
use of a simplified method beyond December 31, 2007 which amends question 6 of
Section D.2 as included in SAB 107, Valuation of Share-Based Payment
Arrangements for Public Companies, which stated that the simplified method
could not be used beyond December 31, 2007. SAB 110 is effective January 1,
2008. The Company is currently evaluating the potential impact, if any, that the
adoption of SAB 110 will have on its financial statements.

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

|                  |   | February 29, 2008 |   |   | November 30, 2007 |  
|----------------- | - | ----------------- | - | - | ----------------- | -
|                  |   |                   |   |   |                   |  
|Capitalized costs | $ | 146,917           |   | $ | 146,917           |  
|Impairment        |   | (146,916          | ) |   | (146,916          | )
|                  |   |                   |   |   |                   |  
|                  | $ | 1                 |   | $ | 1                 |  

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

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

|                               |   | February 29, 2008 |   |   | November 30, 2007 |  
|------------------------------ | - | ----------------- | - | - | ----------------- | -
|                               |   |                   |   |   |                   |  
|Equipment                      | $ | 11,679            |   | $ | 11,435            |  
|                               |   |                   |   |   |                   |  
|Less: accumulated depreciation |   | (8,859            | ) |   | (8,280            | )
|                               |   |                   |   |   |                   |  
|                               | $ | 2,820             |   | $ | 3,155             |  

F-7

---

|INFOLINX COMMUNICATIONS LTD. 
|-----------------------------
|(a development stage company)
|NOTES TO FINANCIAL STATEMENTS
|FEBRUARY 29, 2008            
|(unaudited)                  

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

Authorized Share Capital

400,000,000 common shares without par value.

Shares Issued

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.

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 December 21, 2007, the Company issued 150,000 shares at a
price of $0.10 per shares for total proceeds of $15,159.

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

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

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

Period
        ended February 29, 2008
      
      
      Year
        ended November 30, 2007Weighted
      
      
      
      
      
      
      
      
      WeightedAverage
      
      
      Weighted
      
      
      
      
      
      Average
      
      
      WeightedNumber of
      
      
      Exercise Price
      
      
      Average Life
      
      
      Number of
      
      
      Exercise Price
      
      
      AverageShares
      
      
      per
        Share
      
      
      in
        Years
      
      
      Shares
      
      
      per
        Share
      
      
      Life
        in YearsBalance Beginningof Period
      
      -
      
      
      -
      
      
      -
      
      
      900,000
      
      
      -
      
      
      -Granted in thePeriod
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Exercised in thePeriod
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Expired in thePeriod
      
      -
      
      
      -
      
      
      -
      
      
      900,000
      
      
      -
      
      
      -BalanceEnd of Period
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -


F-8

---

|INFOLINX COMMUNICATIONS LTD. 
|-----------------------------
|(a development stage company)
|NOTES TO FINANCIAL STATEMENTS
|FEBRUARY 29, 2008            
|(unaudited)                  

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

900,000 options expired unexercised in the year ended November
30, 2007. There were no options outstanding as of February 29, 2008.

Stock Purchase Warrants

The following warrants were outstanding at February 29, 2008
and November 30, 2007:

WeightedWeighted
    
    AverageNumber of
    Average Life
    Number of
    Life inWarrants
    in Years at
    Warrants
    Years atExercise Priceper Share
    
    February 29,
    February 29,
    November
    NovemberDate Issued
    (CDN$)
    Expiry Date
    2008
    2008
    30,
      2007
    30,
      2007May 4, 2006
    0.15
    May 4, 2008
    100,000
    0.18
    100,000
      0.43August 10, 2006
    0.15
    August 10, 2008
    100,000
    0.45
    100,000
      0.70August 10, 2006
    0.15
    August 10, 2008
    100,000
    0.45
    100,000
      0.70December 4, 2006
    0.15
    December 4, 2008
    105,000
    0.76
    105,000
      1.01405,000
    0.46
    405,000
      0.71


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

Period
        ended February 29, 2008
      Year ended November 30, 2007WeightedAverage
      WeightedExercise Price
      Average
      
      Weighted AverageNumber of
      per Share
      Life in
      Number of
      Exercise Price per
      Weighted AverageShares
      ($CDN)
      Years
      Shares
      Share ($CDN)
      Life in YearsBalance Beginningof Period
      405,000
      0.15
      0.71
      425,000
      0.15
      0.43Granted in thePeriod
      -
      -
      
      105,000
      0.15
      -Exercised in thePeriod
      -
      -
      
      -
      -
      -Expired in thePeriod
      -
      -
      
      125,000
      0.15BalanceEnd of Period
      405,000.00
      0.15
      0.46
      405,000
      0.15
      0.71


F-9

---

|INFOLINX COMMUNICATIONS LTD. 
|-----------------------------
|(a development stage company)
|NOTES TO FINANCIAL STATEMENTS
|FEBRUARY 29, 2008            
|(unaudited)                  

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

During the three months ended February 29, 2008 the Company
incurred $15,149 in management fees to an Officer and a Director of the Company
(2007 - $10,370 to an officer of the Company). As of February 29, 2008 the
Company owed $1,022 (November 30, 2007 -$nil) from the President of the Company
and $77,714 (November 30, 2007 - $78,224) to the former President of the
Company; $61,236 (November 30, 2007 - $59,952) to a Director; $298 to a former
Director (November 30, 2007 - $292). Amounts due to related parties are
unsecured, non interest bearing and have no specific terms of repayment.

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

|                                       |   | Three months |  |   |              | 
|-------------------------------------- | - | ------------ |  | - | ------------ | 
|                                       |   | ended        |  |   | Year ended   | 
|                                       |   | February29,  |  |   | November 30, | 
|                                       |   | 2008         |  |   | 2007         | 
|                                       |   |              |  |   |              | 
|Cash paid during the period
      for: |   |              |  |   |              | 
|Interest                               | $ | -            |  | $ | -            | 
|Income taxes                           | $ | -            |  | $ | -            | 

F-10

---

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS:

Overview of Business

We were incorporated in the State of Nevada on August 28, 2006.
On October 3, 2006, we agreed that InfoLinx Communications Ltd., a British
Columbia corporation, would merge with and into us 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 and into us. InfoLinx Communications Ltd., a British
Columbia corporation, was incorporated on October 23, 2000, and developed what
became our 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 of our shares of common stock, and we 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.

We have developed software that allows cable and telecom
operators to deliver on-demand, interactive television content to their digital
television subscribers on a channel which uses our InfoLinx system, called the
InfoLinx Channel. Designed as a rival to print advertising, InfoLinx Channel
will transmit relevant local content that is currently distributed via
newspapers, direct mail and yellow pages type directories. We envision that
the InfoLinx Channel will display separate, informative categories at high
speed, free of charge, and in a user-friendly format. InfoLinx Channel is
designed to maximize network capability of cable and telephone TV networks,
providing targeted, local content to their customers. We believe InfoLinx
Channel will act, essentially, as an interactive yellow pages type directory
for products, services and organizations for a local community.

Three Months Ended February 29, 2008 Compared to Three
Months Ended February 29, 2007

Net Sales

For the three months ended February 29, 2008 and February 29,
2007, the Company had no sales.

---

Selling, General and Administrative Expenses

For the three months ended February 29, 2008, the Company had
  office and general expenses of $6,222 (2007  $3,667), consulting fees
  of $7,594 (2007  $1,059) and management fees of $15,149 (2007 - $10,370),
  professional fees of $16,519 (2007 - $9,623), research and development costs
  of $20,997 (2007-nil) transfer agent and filing fees of $1,175 (2007 
  2,642) and travel costs of $209 (2007 - $nil)

Office and general expenses increased 70% compared to the corresponding
  period in 2007. 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 and
  telephone expenses.

Management fees increased 46% for the three months ended
February 29 2008, compared to the corresponding period in 2007. The increase was
a result of the addition of management services by Mark Garfield.

Professional fees increased 72% in the current period compared
to the corresponding period ending February 29, 2007due to costs associated with
the preparation of the Companys annual audited financial statements.

Research and development costs of $20,997 to maintain the
Companys software.

Net Loss

For the three months ended February 29, 2008, the Company had
  a net loss of $68,264 or $(0.0) per share, which was an increase of 145% when
  compared to the net loss for the corresponding period to February 29 2007 of
  $27,915 or $(0.00) per share. The increased loss was due primarily to an increase
  in research and development costs, office and general expenses, professional
  and management fees

The Company had no material interest expenses.

Liquidity and Capital Resources

The Company had current assets and cash on hand of $13,784 as
at February 29, 2008 compared to $2,249 at November 30, 2007. The primary source
of cash was the receipt of subscription funds $76,448. The primary use of cash
was the funding of operations $58,140.

The Company had a working capital deficiency of $173,177 at
February 29, 2008.

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 not
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.

---

Risk Factors

As our business is in the development stage and we have
no customers or advertisers, we face a high risk of business failure and this
could result in a complete loss of your investment.

We have developed software that allows cable and telecom
operators to deliver on-demand, interactive television content to their digital
television subscribers, but we have yet to enter into any formal agreements with
cable and telecom operators to offer our service. We have not obtained any
agreements with advertisers in connection with our service. As of the date of
this management discussion we have 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, our inability to enter
into agreements with cable and telecom operators and/or advertisers, lack of
sufficient funding for our business, competition, and obsolescence.

We have a limited history upon which to base any assumption as
  to the likelihood that our business will prove successful. As a result of this,
  we can provide little or no assurance to investors that we will generate any
  revenues or ever achieve profitable operations. If we are unsuccessful in addressing
  the above outlined risks, our business will likely fail.

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

We have never generated revenue from business operations and
may not in the future. Our net loss since inception to February 29, 2008 is
$899,615. The Company had a working capital deficiency of $173,177 at February
29, 2008.

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

---

Our business depends significantly on establishing and maintaining business relationships with cable operators and telecommunications companies. Our inability to establish or maintain such business relationships will materially and adversely
affect our business.

Our software allows cable and telecom operators to deliver on-demand, interactive television content to their digital television subscribers; however, we have yet to enter into any agreements with cable and telecom operators to offer our service. If
we are unable to establish relationships with cable and telecom operators to offer our service, we will be unable to generate revenue and our business will fail. If we are able to establish any such relationships, our operations could be adversely
affected if our business relationships with these operators are not maintained. Any interruption in these business relationships could cause our business, financial condition and results of operations to suffer.

If advertisers or the viewing public do not accept, or lose interest in, ourInfoLinx Channel,our revenues may be negatively affected and our business may not expand or be successful.

We offer 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. This market for our products and services has only recently begun to develop and is rapidly evolving. In addition, our 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. We will compete for advertising spending with many forms of more-established advertising media. Our success and
ability to generate revenues depends on the broad acceptance of our InfoLinx Channel by advertisers and their continuing interest in this medium as a component of their advertising strategies. Acceptance of our products and services will be highly
dependent on the functionality and performance of our products and services, and our success with the initial implementation of our products and services. There can be no assurance that we will be successful in obtaining market acceptance of our
technology, products or services.

Our success also depends on the continued acceptance by the viewing public of our InfoLinx Channel. Advertisers may elect not to use our services if they believe consumers are not receptive to our InfoLinx Channel or that our 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 our InfoLinx Channel as a less attractive advertising medium compared to
other alternatives. In that event, advertisers may determine to reduce their spending on our InfoLinx Channel. If a substantial number of advertisers lose interest in advertising on our InfoLinx Channel, for these or other reasons, we will be unable
to generate sufficient revenues and cash flow to operate our business, and our revenue, liquidity and results of operations could be negatively affected.

---

Recent Accounting Pronouncements

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.

On December 21, 2007, the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 110, (SAB 110). SAB 110 provides guidance
to issuers on the method allowed in developing estimates of expected term of
plain vanilla share options in accordance with SFAS No. 123(R), Share-Based
Payment. The staff will continue to accept, under certain circumstances, the
use of a simplified method beyond December 31, 2007 which amends question 6 of
Section D.2 as included in SAB 107, Valuation of Share-Based Payment
Arrangements for Public Companies, which stated that the simplified method
could not be used beyond December 31, 2007. SAB 110 is effective January 1,
2008. The Company is currently evaluating the potential impact, if any, that the
adoption of SAB 110 will have on its financial statements.

ITEM
3.                    
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 (principal executive officer) and our VP
Finance (principal financial officer) as appropriate, to allow timely decisions
regarding required disclosure.

---

As of February 29, 2008, we carried out an evaluation, under
  the supervision and with the participation of our management, including our
  Chief Executive Officer (principal executive officer) and our VP Finance (principal
  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 (principal executive officer) and our
  VP Finance (principal 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.

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 (principal executive officer) and our VP Finance (principal financial
  officer), to allow timely decisions regarding required disclosure. During our
  most recently completed fiscal quarter ended February 29, 2008, there were no
  changes in our internal control over financial reporting identified in connection
  with the evaluation referred to above that occurred during our last fiscal quarter
  which have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

---

PART II. - OTHER INFORMATION

ITEM
1.                    
LEGAL PROCEEDINGS.

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

ITEM
2.                    
CHANGES IN SECURITIES AND USE OF PROCEEDS

During the three months ended February 29, 2008, the Company
issued 150,000 common shares for cash proceeds of $ 15,159.

ITEM
3.                    
DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM
4.                    
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM
5.                    
OTHER INFORMATION

On March 5, 2008. Matthew Jones resigned as president and Mark
Garfield was appointed president of the Company

ITEM
6.                    
EXHIBITS AND REPORTS ON FORM 8-K

|(a) | Reports on Form 8-K. The Registrant filed no reports on
      Form 8K during the Three Months ended February 29, 2008. The Registrant
      filed one report on Form 8K subsequent to the period on March 19
    2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                       
|(b) | Exhibits. Exhibits included or incorporated by reference
      herein: See Exhibit Index below.                                                                                                                       

---

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                                                                                                                     

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: May 28, 2008 | By:                             
|                    |                                 

---