---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED August 31 2007

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

FOR THE TRANSITION PERIOD FROM ___________ TO __________

COMMISSION FILE NUMBER:

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)                                    |                                  

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, $0.001 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 [  
]   No [X]

As of October 16, 2007, the Registrant had 17,743,810 shares of
common stock issued and outstanding.

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

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2

INFOLINX COMMUNICATIONS LTD.

TABLE OF CONTENTS

|                               |                                                                                             | PAGE
|------------------------------ | ------------------------------------------------------------------------------------------- | ----
|                               |                                                                                             |     
|PART I - FINANCIAL INFORMATION | 3                                                                                          
|                               |                                                                                             |     
|ITEM 1.                        | CONSOLIDATED 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 AUGUST 31, 2007





FORWARD-LOOKING STATEMENTS

This Form 10-QSB for the quarterly period ended August 31, 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.

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3

PART I. - FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



INFOLINX COMMUNICATIONS LTD. (a development stage
company)

FINANCIAL STATEMENTS AUGUST 31, 2007

(unaudited)

(Stated in U.S. dollars)





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

F-i

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INFOLINX COMMUNICATIONS LTD. (a development stage
company)

BALANCE SHEETS

|                                                                           |   | August 31,  |   |   | November 30, |  
|-------------------------------------------------------------------------- | - | ----------- | - | - | ------------ | -
|                                                                           |   | 2007        |   |   | 2006         |  
|                                                                           |   | (unaudited) |   |   |              |  
|                                                                           |   |             |   |   |              |  
|                                                                           |   |             |   |   |              |  
|CURRENT ASSETS                                                             |   |             |   |   |              |  
|Cash                                                                       | $ | 5,724       |   | $ | 3,626        |  
|GST recoverable                                                            |   | -           |   |   | 5,803        |  
|Prepaid expenses                                                           |   | 2,061       |   |   | 5,254        |  
|                                                                           |   | 7,785       |   |   | 14,683       |  
|                                                                           |   |             |   |   |              |  
|EQUIPMENT(Note 4)                                                          |   | 4,158       |   |   | 5,533        |  
|APPLICATION
      SOFTWARE(Note 3)                                         |   | 148,509     |   |   | 124,477      |  
|                                                                           |   |             |   |   |              |  
|                                                                           | $ | 160,452     |   | $ | 144,693      |  
|                                                                           |   |             |   |   |              |  
|                                                                           |   |             |   |   |              |  
|                                                                           |   |             |   |   |              |  
|CURRENT LIABILITIES                                                        |   |             |   |   |              |  
|Accounts payable and
      accrued liabilities                             | $ | 9,112       |   | $ | 23,811       |  
|Due to related parties (Note 6)                                            |   | 116,792     |   |   | 92,368       |  
|                                                                           |   |             |   |   |              |  
|                                                                           |   | 125,904     |   |   | 116,179      |  
|NATURE AND CONTINUANCE OF OPERATIONS(Note 1)                               |   |             |   |   |              |  
|STOCKHOLDERS EQUITY                                                       |   |             |   |   |              |  
|Capital stock (Note 5)                                                     |   |             |   |   |              |  
|Common stock,
      $.0001 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                                           |   | -           |   |   | 7,096        |  
|Deficit accumulated during the
      development stage                     |   | (620,210    | ) |   | (487,618     | )
|Accumulated other comprehensive income                                     |   | 39,876      |   |   | 26,657       |  
|                                                                           |   |             |   |   |              |  
|                                                                           |   | 34,548      |   |   | 28,514       |  
|                                                                           |   |             |   |   |              |  
|                                                                           | $ | 160,452     |   | $ | 144,693      |  

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)

October 23,Three months
      
    
    Three months
      
    
    Nine months
      
    
    Nine months
      
    
    2000ended
      
    
    ended
      
    
    ended
      
    
    ended
      
    
    (inception) toAugust 31,
      
    
    August 31,
      
    
    August 31,
      
    
    August 31,
      
    
    August 31,2007
      
    
    2006
      
    
    2007
      
    
    2006
      
    
    2007GENERAL &
      ADMINISTRATIVE EXPENSESOffice and general
    $
    7,164
      
    $
    3,348
      
    $
    16,990
      
    $
    10,796
      
    $
    65,128Consulting fees
    
    4,724
      
    
    -
      
    
    18,772
      
    
    17,594
      
    
    77,144Consulting fees  stock based (Note 7)
    
    -
      
    
    -
      
    
    -
      
    
    -
      
    
    10,329Depreciation
    
    606
      
    
    1,267
      
    
    1,733
      
    
    2,578
      
    
    5,145Management fees
    
    19,841
      
    
    26,461
      
    
    47,157
      
    
    77,286
      
    
    258,807Professional fees
    
    18,271
      
    
    11,725
      
    
    39,961
      
    
    14,063
      
    
    110,345Research and development
    
    -
      
    
    -
      
    
    -
      
    
    -
      
    
    59,705Transfer agent and filing
      fees
    
    2,813
      
    
    824
      
    
    5,850
      
    
    1,034
      
    
    14,842Travel expenses
    
    127
      
    
    -
      
    
    2,129
      
    
    -
      
    
    18,765NET LOSS FOR THE PERIOD
    $
    53,546
      
    $
    43,625
      
    $
    132,592
      
    $
    123,351
      
    $
    620,210BASIC AND DILUTED NET LOSS PER SHARE
    $
    (.00
      )
    $
    (.00
      )
    $
    (.01
      )
    $
    (.01
      )WEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING
    
    17,743,810
      
    
    15,672,745
      
    
    17,100,343
      
    
    15,271,608


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)

|                                                                  |   | Nine months |   |   | Nine months |   |   | October 23,      |  
|----------------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ---------------- | -
|                                                                  |   | ended       |   |   | ended       |   |   | 2000 (inception) |  
|                                                                  |   | August 31,  |   |   | August 31,  |   |   | to August 31,    |  
|                                                                  |   | 2007        |   |   | 2006        |   |   | 2007             |  
|                                                                  |   |             |   |   |             |   |   |                  |  
|CASH FLOWS
      FROM OPERATING ACTIVITIES                        |   |             |   |   |             |   |   |                  |  
|Net loss for the
      period                                     | $ | (132,592    | ) | $ | (123,351    | ) | $ | (620,210         | )
|Adjustments to
      reconcile net loss to net cash from          |   |             |   |   |             |   |   |                  |  
|operating
      activities:                                       |   |             |   |   |             |   |   |                  |  
|-
      non-cash management fees                                  |   | 19,122      |   |   | 77,143      |   |   | 104,148          |  
|- non-cash
      consultant fees                                  |   | 8,650       |   |   | 18,000      |   |   | 109,368          |  
|-
      non-cash research and development                         |   | -           |   |   | -           |   |   | 46,350           |  
|- depreciation                                                    |   | 2,182       |   |   | 2,706       |   |   | 6,673            |  
|Net changes in
      non-cash working capital items:              |   |             |   |   |             |   |   |                  |  
|GST recoverable                                                   |   | 5,803       |   |   | (5,475      | ) |   | -                |  
|Prepaid expenses                                                  |   | 3,192       |   |   | 428         |   |   | (2,055           | )
|Accounts payable                                                  |   | (24,614     | ) |   | (2,075      | ) |   | (1,901           | )
|                                                                  |   |             |   |   |             |   |   |                  |  
|NET CASH FLOWS USED IN                                            |   |             |   |   |             |   |   |                  |  
|OPERATING
      ACTIVITIES                                        |   | (118,257    | ) |   | (32,624     | ) |   | (357,627         | )
|                                                                  |   |             |   |   |             |   |   |                  |  
|CASH FLOWS
      USED IN INVESTING ACTIVITIES                     |   |             |   |   |             |   |   |                  |  
|Acquisition of
      equipment                                    |   | -           |   |   | (15,451     | ) |   | (10,005          | )
|Software
      development                                        |   | (14,903     | ) |   | (22,113     | ) |   | (132,638         | )
|                                                                  |   |             |   |   |             |   |   |                  |  
|NET CASH FLOWS USED IN
      INVESTING ACTIVITIES                 |   | (14,903     | ) |   | (37,564     | ) |   | (142,643         | )
|                                                                  |   |             |   |   |             |   |   |                  |  
|CASH FLOWS
      FROM FINANCING ACTIVITIES                        |   |             |   |   |             |   |   |                  |  
|Advances from
      (repayments to) related parties               |   | 5,281       |   |   | 6,335       |   |   | 16,858           |  
|Subscription funds                                                |   | (7,096      | ) |   | 4,450       |   |   | 15,523           |  
|Proceeds on sale of common stock                                  |   | 123,853     |   |   | 56,728      |   |   | 433,736          |  
|                                                                  |   |             |   |   |             |   |   |                  |  
|NET CASH FLOWS FROM FINANCING ACTIVITIES                          |   | 122,038     |   |   | 67,513      |   |   | 466,117          |  
|                                                                  |   |             |   |   |             |   |   |                  |  
|EFFECT OF EXCHANGE RATE CHANGES                                   |   | 13,220      |   |   | 1,209       |   |   | 39,877           |  
|                                                                  |   |             |   |   |             |   |   |                  |  
|INCREASE IN CASH                                                  |   | 2,098       |   |   | (1,466      | ) |   | 5,724            |  
|                                                                  |   |             |   |   |             |   |   |                  |  
|CASH, BEGINNING OF PERIOD                                         |   | 3,626       |   |   | 12,015      |   |   | -                |  
|                                                                  |   |             |   |   |             |   |   |                  |  
|CASH, END OF PERIOD                                               | $ | 5,724       |   | $ | 10,549      |   | $ | 5,724            |  
|                                                                  |   |             |   |   |             |   |   |                  |  
|                                                                  |   |             |   |   |             |   |   |                  |  
|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    
|AUGUST 31, 2007
      (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. However,
  as of August 31, 2007 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 August 31, 2007 the
Company had a working capital deficit of $118,119 and has incurred losses since
inception of $620,210. 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. 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, 2006 included in the Companys SB-2 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 SB-2/A.
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 and nine months ended August 31, 2007 are not
necessarily indicative of the results that may be expected for the year ending
November 30, 2007.

F-4

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|INFOLINX COMMUNICATIONS LTD.     
|---------------------------------
|(a development stage company)    
|NOTES TO FINANCIAL STATEMENTS    
|AUGUST 31, 2007
      (unaudited)

|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.
As of August 31, 2007 management has determined that no impairment in the
carrying value of capitalized computer application software had occurred.

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, the accruals for payroll
and other employee-related 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.

Goodwill and Intangible AssetsThe Company has
adopted the provisions of the Financial Accounting Standards Board (FASB)
Statement No. 142, Goodwill and Intangible Assets (SFAS 142). Under SFAS
142, goodwill and intangible assets with indefinite lives will no longer be
amortized and will be tested for impairment annually. The determination of any
impairment would include a comparison of estimated future operating cash flows
anticipated during the remaining life with the net carrying value of the
asset.

F-5

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|INFOLINX COMMUNICATIONS LTD.     
|---------------------------------
|(a development stage company)    
|NOTES TO FINANCIAL STATEMENTS    
|AUGUST 31, 2007
      (unaudited)

|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 In December 2002, the
Financial Accounting Standards Board issued Financial Accounting Standard No.
148, Accounting for Stock-Based Compensation  Transition and Disclosure
(SFAS No. 148), an amendment of Financial Accounting Standard No. 123
Accounting for Stock-Based Compensation (SFAS No. 123). The purpose of SFAS
No. 148 is to: (1) provide alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation, (2) amend the disclosure provisions to require prominent
disclosure about the effects on reported net income of an entitys accounting
policy decisions with respect to stock-based employee compensation, and (3) to
require disclosure of those effects in interim financial information. The
disclosure provisions of SFAS No. 148 were effective for the Company commencing
December 31, 2002.

The Company has elected to account for stock-based employee
compensation arrangements in accordance with the provisions of Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees,
(APB No. 25) and comply with the disclosure provisions of SFAS No. 123 as
amended by SFAS No. 148 as described above. In addition, in accordance with SFAS
No. 123 the Company applies the fair value method using the Black-Scholes
option-pricing model in accounting for options granted to consultants. Under APB
No. 25, compensation expense is recognized based on the difference, if any, on
the date of grant between the estimated fair value of the Companys stock and
the amount an employee must pay to acquire the stock. Compensation expense is
recognized immediately for past services and pro-rata for future services over
the option-vesting period.

The Company accounts for equity instruments issued in exchange
for the receipt of goods or services from other than employees in accordance
with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force
in Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring or in Conjunction with Selling Goods or Services
(EITF 96-18). Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earlier of a performance commitment or completion of performance by the provider
of goods or services as defined by EITF 96-18.

F-6

---

|INFOLINX COMMUNICATIONS LTD.     
|---------------------------------
|(a development stage company)    
|NOTES TO FINANCIAL STATEMENTS    
|AUGUST 31, 2007
      (unaudited)

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

Stock-based compensation (continued) The Company has
also adopted the provisions of the Financial Accounting Standards Board
Interpretation No.44, Accounting for Certain Transactions Involving Stock
Compensation  An Interpretation of APB Opinion No. 25 (FIN 44), which
provides guidance as to certain applications of APB 25. FIN 44 is generally
effective July 1, 2000 with the exception of certain events occurring after
December 15, 1998.

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 August 31, 2007
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.

Recent accounting pronouncementsIn December 2006,
the FASB issued FSP EITF 00-19-02, Accounting for Registration Payment
Arrangements (FSP 00-19-2) which addresses accounting for registration
payment arrangements. FSP 00-19-2 specifies that the contingent obligation to
make future payments or otherwise transfer consideration under a registration
payment arrangement, whether issued as a separate agreement or included as a
provision of a financial instrument or other agreement, should be separately
recognized and measured in accordance with FASB Statement No. 5, Accounting for
Contingencies. FSP 00-19-2 further clarifies that a financial instrument
subject to a registration payment arrangement should be accounted for in
accordance with other applicable generally accepted accounting principles
without regard to the contingent obligation to transfer consideration pursuant
to the registration payment arrangement. For registration payment arrangements
and financial instruments subject to those arrangements that were entered into
prior to the issuance of EITF 00-19-2, this guidance is effective for financial
statements issued for fiscal years beginning after December 15, 2006 and interim
periods within those fiscal years. The Company has determined the adoption of
FSP 00-19-2 will not have a significant impact upon its financial position,
results of operations or cash flows.

In 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.

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

|                                     |   | August 31, 2007 |  |   | November 30, 2006 | 
|------------------------------------ | - | --------------- |  | - | ----------------- | 
|                                     |   |                 |  |   |                   | 
|Capitalized costs                    | $ | 148,509         |  | $ | 124,477           | 
|Less: accumulated
      amortization |   | -               |  |   | -                 | 
|                                     |   |                 |  |   |                   | 
|                                     | $ | 148,509         |  | $ | 124,477           | 

As of February 6, 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 on
February 6, 2003, have been capitalized. As of August 31, 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 2007.

F-7

---

|INFOLINX COMMUNICATIONS LTD.     
|---------------------------------
|(a development stage company)    
|NOTES TO FINANCIAL STATEMENTS    
|AUGUST 31, 2007
      (unaudited)

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

|                                     |   | August 31, 2007 |   |   | November 30, 2006 |  
|------------------------------------ | - | --------------- | - | - | ----------------- | -
|Equipment                            | $ | 10,832          |   | $ | 10,025            |  
|Less: accumulated
      depreciation |   | (6,674          | ) |   | (4,492            | )
|                                     | $ | 4,158           |   | $ | 5,533             |  

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

Authorized Share Capital400,000,000 common shares
with $.001 par value.

Shares IssuedAs 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.

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.

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%.

(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%.

F-8

---

|INFOLINX COMMUNICATIONS LTD.     
|---------------------------------
|(a development stage company)    
|NOTES TO FINANCIAL STATEMENTS    
|AUGUST 31, 2007
      (unaudited)

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

The following share options were outstanding at August 31, 2007
and November 30, 2006:

Weighted
    
    WeightedNumber of
    Average Life
    Number of
    Average LifeOptions
    in Years at
    Options
    in Years atExercise price
    
    August 31,
    August 31,
    November
    NovemberDate Issued
    per
      Share
    Expiry Date
    2007
    2007
    30,
      2006
    30,
      2006September 22, 2005
    $ 0.10
    September 22, 2007
    650,000
    0.06
    650,000
    0.81September 23, 2005
    $ 0.10
    September 23, 2007
    250,000
    0.06
    250,000
    0.81900,000
    0.06
    900,000
    0.81


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

Nine
        months ended August 31, 2007
      Year
        ended November 30, 2006Weighted
      Weighted
      
      Weighted
      WeightedAverage
      Average
      
      Average
      AverageExercise
      Remaining
      
      Exercise
      RemainingNumber of
      Price per
      Contractual
      Number of
      Price per
      ContractualShares
      Share
      Life
        in Years
      Shares
      Share
      Life
        in YearsBalance beginning of period
      900,000
      $ 0.10
      0.81
      900,000
      0.10
      1.81Granted
      -
      -
      -
      -
      -
      -Exercised
      -
      -
      -
      -
      -
      -Expired
      -
      -
      -
      -
      -
      -Balance end of period
      900,000
      $ 0.10
      0.06
      900,000
      0.10
      0.81


900,000 options expired unexercised subsequent to August 31,
2007.

Stock Purchase Warrants

The following warrants were outstanding at August 31, 2007 and
November 30, 2006:

Weighted
    
    WeightedNumber of
    Average Life
    Number of
    Average LifeWarrants
    in Years at
    Warrants
    in Years atExercise Price per
    
    August 31,
    August 31,
    November
    NovemberDate Issued
    Share (CDN$)
    Expiry Date
    2007
    2007
    30,
      2006
    30,
      2006May 4, 2006
    0.15
    May 4, 2008
    100,000
    0.68
    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
    200,000
    0.95
    200,000
    1.70December 4, 2006
    0.15
    December 4, 2008
    105,000
    1.26
    -
    -405,000
    0.96
    425,000
    1.26


F-9

---

|INFOLINX COMMUNICATIONS LTD.     
|---------------------------------
|(a development stage company)    
|NOTES TO FINANCIAL STATEMENTS    
|AUGUST 31, 2007
      (unaudited)

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

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

Nine months ended August 31, 2007
      
      
      Year ended November 30, 2006Weighted
      
      
      Weighted
      
      
      
      
      
      Weighted
      
      
      WeightedAverage
      
      
      Average
      
      
      
      
      
      Average
      
      
      AverageExercise Price
      
      
      Remaining
      
      
      
      
      
      Exercise Price
      
      
      RemainingNumber of
      
      
      per Share
      
      
      Contractual
      
      
      Number of
      
      
      per Share
      
      
      ContractualShares
      
      
      (CDN$)
      
      
      Life
        in Years
      
      
      Shares
      
      
      (CDN$)
      
      
      Life
        in YearsBalance beginning of period
      
      425,000
      
      
      0.15
      
      
      1.26
      
      
      -
      
      
      -
      
      
      -Granted
      
      105,000
      
      
      0.15
      
      
      2.00
      
      
      425,000
      
      
      0.15
      
      
      1.71Exercised
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Expired
      
      (125,000
      )
      
      0.15
      
      
      -
      
      
      -
      
      
      -
      
      
      -Balance end of period
      
      405,000
      
      
      0.15
      
      
      0.96
      
      
      425,000
      
      
      0.15
      
      
      1.26


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

During the nine months ended August 31, 2007 the Company
incurred $47,157 in management fees to Officers and certain Directors of the
Company (2006 - $77,286).

As of August 31, 2007 the Company owed $64,163 (November 30,
2006 - $39,760) to the President of the Company; $52,352 (November 30, 2006 -
$52,352) to a Director; $277 to a former Director (November 30, 2006 - $256).
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
|-----------------------------------------------------------------

Nine months
    
    
    Year endedended August
    
    
    November 30,31,
      2007
    
    
    2006Cash 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 1, 2006 the Company issued 200,000 shares of common stock at the
fair value of $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.

F-10

---

|INFOLINX COMMUNICATIONS LTD.     
|---------------------------------
|(a development stage company)    
|NOTES TO FINANCIAL STATEMENTS    
|AUGUST 31, 2007
      (unaudited)

|NOTE 7 
      SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (continued)
|-----------------------------------------------------------------------------

On August 10, 2006 the Company issued 80,000 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.

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.

|NOTE 8 
      COMMITMENTS
|--------------------------

In September 2005 the Company entered into three agreements for
consulting services expiring in September 2007. The consultants shall receive
fees as follows:

|           |                        | Cash Monthly |                                                                                                           
|---------- | ---------------------- | ------------ | ----------------------------------------------------------------------------------------------------------
|           |                        | Fees         |                                                                                                           
|           | Options exercisable at | (To commence |                                                                                                           
|           | $US 0.10 for a period  | upon Board   | Common Stock                                                                                              
|Consultant | of
      two years     | approval)    | in Lieu
      of Fees                                                                                     
|1.         | 400,000                | $ CDN 2,000  | 50,000 common shares per month for a period of 12 months                                                  
|2.         | 250,000                | $CDN 2,000   | 12,500 common shares per month for a period of 12 months                                                  
|3.         | 250,000                | $CDN 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 has not been
granted for consultant 1.

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 has not been granted for
the issuance of common stock in lieu of fees.

Commencement of services by consultant 3 has been postponed.
Accordingly, no fees have been accrued.

F-11

---

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

Overview of Business

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 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.

Nine Months Ended August 31, 2007 Compared to Nine Months
Ended August 31, 2006

Net Sales

For the nine months ended August 31 2007 and August 31, 2006,
the Company had no sales. Although the Company has not had sales to date, we
hope to finalize an agreement with SaskTel in the near future, which should
enable us to earn revenue.

Selling, General and Administrative Expenses

---

For the nine months ended August 31 2007, the Company had office
  and general expenses of $16,990 (2006  $10,796), consulting fees of $18,772
  (2006  $17,594) and management fees of $47,157 (2006 - $77,286), professional
  fees of $39,961 (2006 - $14,063), transfer agent and filing fees of $5,850 (2006
   1,034) and travel costs of $2,129 (2006 - $nil)

Office and general expenses increased 57% 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 39% to for the nine months ended
August 31 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 184% in the current period compared
to the corresponding period ending August 31 2006, due to costs associated with
the preparation of the Companys annual audited financial statements and
Registration Statement on Form SB-2.

Net Loss

For the nine months ended August 31, 2007, the Company had a
net loss of $132,592 or $(0.01) per share, which was an increase of 7.5% when
compared to the net loss for the corresponding period to August 31 2006 of
$123,351 or $(0.01) per share. The increased loss was due primarily to 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 current assets and cash on hand of $5,724 as at
August 31, 2007, compared to $3,626 at November 30, 2006. The primary source of
cash wash the issuance of the Companys equity securities for $123,853. The
primary uses of cash was the funding of operations $118,257 and software
development $14,903.

The Company had a working capital deficiency of $118,119 at
August 31 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.

---

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 (though the Company
  does have a letter of intent with SaskTel and, pursuant to that letter of intent,
  hopes to launch an InfoLinx Channel, specifically geared towards real estate,
  in the Regina, Saskatchewan, Canada market in the near future). 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
  will likely 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 August 31, 2007 is $620,210. The Company also had a working capital deficiency of $118,119 at August 31 2007.

The auditors report in our financial statements as at November 30, 2006 and 2005 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.

---

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.

---

Recent Accounting Pronouncements

In 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. We are currently assessing the impact
of SFAS No. 159 on its financial position and results of operations.

**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 August 31, 2007, 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 August 31, 2007, 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.

CHANGES IN SECURITIES AND USE OF PROCEEDS

During the nine months ended August 31, 2007, the Company
issued 1,435,000 common shares of its common stock for cash proceeds of $123,853
and 100,000 shares of its common stock for services valued at $8,650.

**ITEM
3.**                    **DEFAULTS
UPON SENIOR SECURITIES**

Not Applicable

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

None.

**ITEM
5.**                    **OTHER
INFORMATION**

None

**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 nine months ended August 31 2007
|--- | -----------------------------------------------------------------------------------------------------------------
|    |                                                                                                                  
|(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: October 18, 2007 | By:                             
|                        |                                 

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