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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 **May 31,****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 July 14, 2008, the Registrant had 17,893,810 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 | 4                                                                                              
|ITEM 1.                                  | FINANCIAL
          STATEMENTS                                                                  | 4   
|ITEM 2.                                  | MANAGEMENTS
          DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 5   
|ITEM 3.                                  | CONTROLS AND
          PROCEDURES                                                               | 11  
|PART II                                  | OTHER
          INFORMATION                                                                     | 12  
|ITEM 1.                                  | LEGAL
          PROCEEDINGS                                                                     | 12  
|ITEM 2.                                  | CHANGES IN
          SECURITIES AND USE OF PROCEEDS                                             | 12  
|ITEM 3.                                  | DEFAULTS UPON
          SENIOR SECURITIES                                                       | 12  
|ITEM 4.                                  | SUBMISSION OF
          MATTERS TO A VOTE OF SECURITY HOLDERS                                   | 12  
|ITEM 5.                                  | OTHER
          INFORMATION                                                                     | 12  
|ITEM 6.                                  | EXHIBITS AND
          REPORTS ON FORM 8-K                                                      | 12  
|SIGNATURE                                | 13                                                                                             

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INFOLINX COMMUNICATIONS LTD.

QUARTERLY REPORT ON FORM 10-QSB

FOR THE PERIOD ENDED MAY 31, 2008

****

FORWARD-LOOKING STATEMENTS

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

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PART I. - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

********4********

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|INFOLINX COMMUNICATIONS LTD. 
|-----------------------------
|(a development stage company)
|                             
|FINANCIAL STATEMENTS         
|MAY 31, 2008                 
|                             
|(unaudited)                  
|                             
|(Stated in U.S. dollars)     

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

F-1

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|INFOLINX COMMUNICATIONS LTD. 
|-----------------------------
|(a development stage company)
|                             
|BALANCE SHEETS               

|                                                         |   | May
      31, 2008 |   |   | November 30, 2007 |  
|-------------------------------------------------------- | - | ------------------ | - | - | ----------------- | -
|                                                         |   |                    |   |   |                   |  
|CURRENT ASSETS                                           |   |                    |   |   |                   |  
|Cash                                                     | $ | 3,983              |   | $ | 2,072             |  
|Prepaid expenses (Note 7)                                |   | 8,809              |   |   | 177               |  
|                                                         |   |                    |   |   |                   |  
|                                                         |   | 12,792             |   |   | 2,249             |  
|                                                         |   |                    |   |   |                   |  
|EQUIPMENT(Note 4)                                        |   | 2,365              |   |   | 3,155             |  
|                                                         |   |                    |   |   |                   |  
|APPLICATION SOFTWARE (Note 3)                            |   | 1                  |   |   | 1                 |  
|                                                         |   |                    |   |   |                   |  
|                                                         | $ | 15,158             |   | $ | 5,405             |  
|                                                         |   |                    |   |   |                   |  
|CURRENT LIABILITIES                                      |   |                    |   |   |                   |  
|Accounts payable and accrued liabilities                 | $ | 44,374             |   | $ | 39,121            |  
|Interest payable on convertible debenture
      (Note 5) |   | 2,931              |   |   | -                 |  
|Convertible debenture (Note 5)                           |   | 96,968             |   |   | -                 |  
|Due to related parties (Note 7)                          |   | 132,905            |   |   | 138,468           |  
|                                                         |   |                    |   |   |                   |  
|                                                         |   | 277,178            |   |   | 177,589           |  
|                                                         |   |                    |   |   |                   |  
|STOCKHOLDERS EQUITY                                     |   |                    |   |   |                   |  
|Capital stock (Note 6)                                   |   |                    |   |   |                   |  
|Common stock, no 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            |  
|Equity component of convertible debenture                |   | 32,495             |   |   | -                 |  
|Common share subscriptions                               |   | -                  |   |   | 15,159            |  
|Deficit accumulated during the development stage         |   | (951,444           | ) |   | (831,351          | )
|Accumulated other comprehensive income                   |   | 26,888             |   |   | 29,126            |  
|                                                         |   |                    |   |   |                   |  
|                                                         |   | (262,020           | ) |   | (172,184          | )
|                                                         | $ | 15,158             |   | $ | 5,405             |  

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 OPERATIONS     

|(unaudited)                      
|---------------------------------
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|GENERAL AND                      
|ADMINISTRATIVE                   
|EXPENSES                         
|Office and general               
|Consulting fees                  
|Consulting fees- stock based     
|Depreciation                     
|Interest on convertible debenture
|Management fees                  
|Professional fees                
|Research and development         
|Transfer agent and filing fees   
|Travel expenses                  
|Loss on impairment of            
|application software             
|                                 
|NET LOSS FOR THE                 
|PERIOD                           
|Basic & diluted loss per share   
|                                 
|Weighted average number of       
|common shares outstanding        

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

F-3

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

|                                                    |   | Six month    |   |   | Six month    |   |   | October 23, 2000   |  
|--------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------ | -
|                                                    |   | ended May 31 |   |   | ended May 31 |   |   | (inception) to May |  
|                                                    |   | 2008         |   |   | 2007         |   |   | 31, 2008           |  
|CASH FLOWS FROM OPERATING                           |   |              |   |   |              |   |   |                    |  
|ACTIVITIES                                          |   |              |   |   |              |   |   |                    |  
|Net loss for the period                             | $ | (120,093     | ) | $ | (79,045      | ) | $ | (946,772           | )
|                                                    |   |              |   |   |              |   |   |                    |  
|Adjustments to reconcile net loss to net
      cash |   |              |   |   |              |   |   |                    |  
|from operating activities:                          |   |              |   |   |              |   |   |                    |  
|- non-cash management fees                          |   | -            |   |   | 18,556       |   |   | 112,183            |  
|- non-cash consulting fees                          |   | -            |   |   | -            |   |   | 118,018            |  
|- non-cash research and development                 |   | -            |   |   | 8,650        |   |   | 46,350             |  
|- depreciation                                      |   | 789          |   |   | 1,499        |   |   | 8,237              |  
|- accrued interest                                  |   | 2,931        |   |   | -            |   |   | 2,931              |  
|- accretion                                         |   | 3,243        |   |   |              |   |   | 3,243              |  
|- loss on impairment of application
      software  |   | -            |   |   | -            |   |   | 146,916            |  
|Net changes in non-cash working capital items:      |   |              |   |   |              |   |   |                    |  
|GST recoverable                                     |   | -            |   |   | (2,344       | ) |   | -                  |  
|Prepaid expenses                                    |   | (8,632       | ) |   | 4,996        |   |   | (8,802             | )
|Accounts payable                                    |   | 5,254        |   |   | (20,440      | ) |   | 35,036             |  
|                                                    |   |              |   |   |              |   |   |                    |  
|NET CASH FLOWS USED IN OPERATING                    |   | (116,508     | ) |   | (68,128      | ) |   | (487,332           | )
|ACTIVITIES                                          |   |              |   |   |              |   |   |                    |  
|CASH FLOWS USED IN INVESTING                        |   |              |   |   |              |   |   |                    |  
|ACTIVITIES                                          |   |              |   |   |              |   |   |                    |  
|                                                    |   |              |   |   |              |   |   |                    |  
|Acquisition of Equipment                            |   | -            |   |   | -            |   |   | (10,005            | )
|Software development                                |   | -            |   |   | (11,357      | ) |   | (132,513           | )
|                                                    |   |              |   |   |              |   |   |                    |  
|NET CASH FLOWS USED IN INVESTING                    |   | -            |   |   | (11,357      | ) |   | (142,518           | )
|ACTIVITIES                                          |   |              |   |   |              |   |   |                    |  
|CASH FLOWS FROM FINANCING                           |   |              |   |   |              |   |   |                    |  
|ACTIVITIES                                          |   |              |   |   |              |   |   |                    |  
|Advances from (repayments to) related
      parties |   | (5,563       | ) |   | 5,462        |   |   | 24,957             |  
|Convertible debenture                               |   | 126,220      |   |   | -            |   |   | 126,220            |  
|Proceeds on sale of common stock                    |   | -            |   |   | 116,757      |   |   | 455,768            |  
|                                                    |   |              |   |   |              |   |   |                    |  
|NET CASH FLOWS FROM FINANCING                       |   | 120,657      |   |   | 122,219      |   |   | 606,945            |  
|ACTIVITIES                                          |   |              |   |   |              |   |   |                    |  
|EFFECT OF EXCHANGE RATE                             |   |              |   |   |              |   |   |                    |  
|CHANGES                                             |   | (2,238       | ) |   | 11,534       |   |   | 26,888             |  
|INCREASE IN CASH                                    |   | 1,911        |   |   | 54,268       |   |   | 3,983              |  
|CASH, BEGINNING
      OF PERIOD                     |   | 2,072        |   |   | 3,626        |   |   | -                  |  
|CASH, END OF PERIOD                                 | $ | 3,983        |   | $ | 57,894       |   | $ | 3,983              |  

Supplemental disclosure with respect to cash flows(Note
8)

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

F-4

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|INFOLINX COMMUNICATIONS LTD.  
|------------------------------
|(a development stage company) 
|NOTES TO FINANCIAL STATEMENTS 
|May 31, 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.
However, as of May 31, 2008 the Companys application software had not yet been
licensed to any customers.

Going concern

These financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of America
with the on-going assumption applicable to a going concern which contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal course of business. The continued operations of the Company and the
recoverability of asset costs is dependent upon the ability of the Company to
obtain necessary financing to complete the development of its proprietary
software and related products and services, and upon the achievement of future
profitable operations. As of May 31, 2008 the Company had a working capital
deficit of $264,386 and has incurred losses since inception of $951,444. 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 Statements

The 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.

F-5

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|INFOLINX COMMUNICATIONS LTD.  
|------------------------------
|(a development stage company) 
|NOTES TO FINANCIAL STATEMENTS 
|May 31, 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 annual report on
Form 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
and six months ended May 31, 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 presentation

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

Equipment and depreciation

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

Use of Estimates and Assumptions

The 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, the fair value of convertible loan and
the fair value of stock based compensation.

Cash and Cash Equivalents

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

Fair Value of Financial Instruments

In 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, convertible debt 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 Assets

The 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.

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

F-6

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|INFOLINX COMMUNICATIONS LTD.                                         
|---------------------------------------------------------------------
|(a development stage company)                                        
|NOTES TO FINANCIAL STATEMENTS                                        
|May 31, 2008
      (unaudited)                                       
|                                                                     
|NOTE 2 
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 Share

Basic 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 May 31, 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 pronouncements

The 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 May 31, 2008.

F-7

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

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

In March 2008, the Financial Accounting Standards Board
(FASB) issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities  an amendment to FASB Statement No. 133. SFAS No. 161
is intended to improve financial standards for derivative instruments and
hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entity's financial position, financial
performance, and cash flows. Entities are required to provide enhanced
disclosures about: (a) how and why an entity uses derivative instruments; (b)
how derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations; and (c) how derivative
instruments and related hedged items affect an entitys financial position,
financial performance, and cash flows. It is effective for financial statements
issued for fiscal years beginning after November 15, 2008, with early adoption
encouraged. The Company is currently evaluating the impact of SFAS No. 161 on
its financial statements, and the adoption of this statement is not expected to
have a material effect on the Companys financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. The Statement identifies the sources
of accounting principles and the framework for selecting the principles used in
the preparation of financial statements of nongovernmental entities that are
presented in conformity with GAAP in the United States. It is not expected that
this Statement will result in a change in current practice. However, it provides
for transition provisions in the unusual circumstance that the application of
the provisions of this Statement results in a change in practice. This standard
is not expected to have a significant effect on the Companys reported financial
position or results of operations.

F-8

---

|INFOLINX COMMUNICATIONS LTD.       
|-----------------------------------
|(a development stage company)      
|NOTES TO FINANCIAL STATEMENTS      
|May 31, 2008
      (unaudited)     
|                                   
|                                   
|NOTE 3 
      APPLICATION SOFTWARE

|                  |   | May
      31, 2008 |   |   | November 30, 2007 |  
|----------------- | - | ------------------ | - | - | ----------------- | -
|Capitalized costs | $ | 146,917            |   | $ | 146,917           |  
|Less 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 due to the uncertainty of realization an impairment
charge of $146,916 was recorded.

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

|                                     |   | May
      31, 2008 |   |   | November 30, 2007 |  
|------------------------------------ | - | ------------------ | - | - | ----------------- | -
|Equipment                            | $ | 11,429             |   | $ | 11,435            |  
|Less: accumulated
      depreciation |   | (9,064             | ) |   | (8,280            | )
|                                     | $ | 2,365              |   | $ | 3,155             |  

|NOTE 5 
      CONVERTIBLE DEBENTURE
|------------------------------------

On April 30, 2008 the Company issued a Series A convertible
debenture due December 31, 2008 in the amount of $126,220 convertible into
units. Each unit consists of one (1) common share in the capital of the Company
and one half (1/2) share purchase warrant. Principal and interest are
convertible to units at $0.08 per unit. Two one half purchase warrants entitle
the holder to purchase one common share at US$0.15 per share. The warrants will
expire on April 30, 2009. The Company received deposits totalling $76,448 on
December 27, 2007 and $49,772 on April 30, 2008. Interest of 8% per annum will
be accrued from the date of deposit.

The Company has classified the debentures into debt and equity
components based on their estimated fair values. At April 30, 2008 the
debentures were classified on the balance sheet as debt of $93,725, which was
calculated as the present value of the required interest and principal payments
discounted at a rate approximating the interest rate that would have been
applicable to non-convertible debt, and equity of $32,495. The latter amount of
$32,495, has been included in shareholders equity as the equity component of
convertible debentures and represents the estimated value of the right of
conversion. During the six months ended May 31, 2008, interest expense of $2,931
was recorded. An additional $3,243 was recorded as interest accretion and added
to the carrying value of the debenture.

F-9

---

|INFOLINX COMMUNICATIONS LTD.  
|------------------------------
|(a development stage company) 
|NOTES TO FINANCIAL STATEMENTS 
|May 31, 2008
      (unaudited)
|                              
|NOTE 6 -
      CAPITAL STOCK  

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

Stock Option Plan

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

Stock Options

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

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

There were no share options outstanding at May 31, 2008

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

|                  |  | Period ended May 31, 2008 |  |  | Year ended November 30, 2007 | 
|----------------- |  | ------------------------- |  |  | ---------------------------- | 
|                  |  |                           |  |  | Weighted                     | 
|                  |  |                           |  |  | Average                      | 
|                  |  | Number of                 |  |  | Exercise Price               | 
|                  |  | Shares                    |  |  | per Share                    | 
|Balance Beginning |  |                           |  |  |                              | 
|of Period         |  | -                         |  |  | -                            | 
|Granted in the    |  |                           |  |  |                              | 
|Period            |  | -                         |  |  | -                            | 
|Exercised in the  |  |                           |  |  |                              | 
|Period            |  | -                         |  |  | -                            | 
|Expired in the    |  |                           |  |  |                              | 
|Period            |  | -                         |  |  | -                            | 
|Balance           |  |                           |  |  |                              | 
|End of Period     |  | -                         |  |  | -                            | 

F-10

---

|INFOLINX COMMUNICATIONS LTD.            
|----------------------------------------
|(a development stage company)           
|NOTES TO FINANCIAL STATEMENTS           
|May 31, 2008
      (unaudited)          
|                                        
|NOTE 6 -
      CAPITAL STOCK (continued)

Stock Purchase Warrants

Warrants transactions and the number of warrants outstanding at
May 31, 2008 and November 30, 2007 are summarized as follows:

|                 | Exercise  |                  |                    | Weighted           |                  |                  |                 
|---------------- | --------- | ---------------- | ------------------ | ------------------ | ---------------- | ---------------- | ----------------
|                 | Price Per |                  | Number of          | Average Life in    |                  | Weighted Average | Weighted Average
|Date Issued      | Share     | Expiry Date      | Shares             | Years at           | Number of Shares | Life in Years at | Life in Years   
|                 |           |                  |                    |                    | November 30,     | November 30,     |                 
|                 | $CAD      |                  | May
      31, 2008 | May
      31, 2008 | 2007             | 2007             | at
      grant  
|May 4, 2006      | 0.15      | May 4, 2008      | -                  | -                  | 100,000          | 0.43             | 2.00            
|August 10, 2006  | 0.15      | August 10, 2008  | 100,000            | 0.19               | 100,000          | 0.70             | 2.00            
|August 10, 2006  | 0.15      | August 10, 2008  | 100,000            | 0.19               | 100,000          | 0.70             | 2.00            
|December 4, 2006 | 0.15      | December 4, 2008 | 105,000            | 0.51               | 105,000          | 1.01             | 2.00            
|                 |           |                  |                    |                    |                  |                  |                 
|                 |           |                  | 305,000            | 0.30               | 405,000          | 0.71             | 2.00            

|                  |  | Six month period ended May 31, 2008 |  |  | Year ended November 30, 2007 | 
|----------------- |  | ----------------------------------- |  |  | ---------------------------- | 
|                  |  |                                     |  |  |                              | 
|                  |  |                                     |  |  | Weighted                     | 
|                  |  |                                     |  |  | Average                      | 
|                  |  |                                     |  |  | Exercise Price               | 
|                  |  | Number of                           |  |  | per Share                    | 
|                  |  | Shares                              |  |  | ($CDN)                       | 
|                  |  |                                     |  |  |                              | 
|Balance Beginning |  |                                     |  |  |                              | 
|of Period         |  | 405,000                             |  |  | 0.15                         | 
|Granted in the    |  |                                     |  |  |                              | 
|Period            |  | -                                   |  |  | -                            | 
|Exercised in the  |  |                                     |  |  |                              | 
|Period            |  | -                                   |  |  | -                            | 
|Expired in the    |  |                                     |  |  |                              | 
|Period            |  | 100,000.                            |  |  | -                            | 
|Balance           |  |                                     |  |  |                              | 
|End of Period     |  | 305,000                             |  |  | 0.15                         | 

F-11

---

|INFOLINX COMMUNICATIONS LTD.             
|-----------------------------------------
|(a development stage company)            
|NOTES TO FINANCIAL STATEMENTS            
|May 31, 2008
      (unaudited)           
|                                         
|NOTE 7 
      RELATED PARTY TRANSACTIONS

During the six months ended May 31, 2008 the Company incurred
$22,976 in management fees to Officers and certain Directors of the Company
(2007 - $27,316).

As of May 31, 2008 $6,492 is included in prepaid expenses as
management fees paid to an officer of the Company.

As of May 31, 2008 the Company owed $132,163 (November 30, 2007
- $138,176) to directors of the Company; $292 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 8 
      SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
|-----------------------------------------------------------------

|                                 |   | Six months    |  |   | Year ended   | 
|-------------------------------- | - | ------------- |  | - | ------------ | 
|                                 |   | ended May 31, |  |   | November 30, | 
|                                 |   | 2008          |  |   | 2007         | 
|                                 |   |               |  |   |              | 
|Cash paid during the period for: |   |               |  |   |              | 
|Interest                         | $ | -             |  | $ | -            | 
|Income taxes                     | $ | -             |  | $ | -            | 

F-12

---

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.

Six Months Ended May 31, 2008 Compared to Six Months Ended
May 31, 2007

Net Sales

For the Six Months ended May 31, 2008 and May 31, 2007, the
Company had no sales.

Selling, General and Administrative Expenses

For the Six Months ended May 31, 2008, the Company had office
and general expenses of $14,035 (2007  $9,825), consulting fees of $17,432
(2007  $14,048) and management fees of $22,976 (2007 - $27,316), professional
fees of $31,454 (2007 -

5

---

$21,690), research and development costs of $22,448 (2007-nil)
transfer agent and filing fees of $3,917 (2007  3,037) and travel costs of $209
(2007 - $2,002)

Office and general expenses increased 43% compared to the
corresponding period in 2007. The increase was a result of increased rent and
telephone expenses related to the relocation of our offices.

Management fees decreased by 16% for the Six Months ended May
31, 2008, compared to the corresponding period in 2007. The decrease was a
result of the resignation of the former president of the Company.

Professional fees increased 45% in the current period compared
to the corresponding period ending May 31, 2007 due to costs associated with the
preparation of the Companys annual audited financial statements and regulatory
filings.

The Company incurred research and development costs of $22,448
(2007  nil) to maintain the Companys software.

The Company accrued interest and accretion expense of $2,931
and $3,243 (2007  nil) related to the issuance of the Series A convertible
debenture.

Net Loss

For the Six Months ended May 31, 2008, the Company had a net
loss of $120,093 or $(0.01) per share, which was an increase of 52% when
compared to the net loss for the corresponding period to May 31, 2007 of $79,045
or $(0.00) per share. The increased loss was due primarily to an increase in
research and development costs, and professional fees.

Liquidity and Capital Resources

The Company had cash on hand of $3,983 as at May 31, 2008
compared to $2,072 at November 30, 2007. The primary source of cash the issuance
of the Series A convertible debenture $126,220. The primary use of cash was the
funding of operations $116,508.

The Company had a working capital deficiency of $264,386 at May
31, 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.

6

---

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 May 31, 2008 is $951,444.
The Company had a working capital deficiency of $264,386 at May 31, 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.

7

---

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, our InfoLinx 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.

8

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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.

In March 2008, the Financial Accounting Standards Board
(FASB) issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities  an amendment to FASB Statement No. 133. SFAS No. 161
is intended to improve financial standards for derivative instruments and
hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entity's financial position, financial
performance, and cash flows. Entities are required to provide enhanced
disclosures about: (a) how and why an entity uses derivative instruments; (b)
how derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations; and (c) how derivative
instruments and related hedged items affect an entitys financial position,
financial performance, and cash flows. It is effective for financial statements
issued for fiscal years beginning after November 15, 2008, with early adoption
encouraged. The Company is currently evaluating the impact of SFAS No. 161 on
its financial

9

---

statements, and the adoption of this statement is not expected
to have a material effect on the Companys financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. The Statement identifies the sources
of accounting principles and the framework for selecting the principles used in
the preparation of financial statements of nongovernmental entities that are
presented in conformity with GAAP in the United States. It is not expected that
this Statement will result in a change in current practice. However, it provides
for transition provisions in the unusual circumstance that the application of
the provisions of this Statement results in a change in practice. This standard
is not expected to have a significant effect on the Companys reported financial
position or results of operations.

10

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|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 President (principal executive officer) and our Chief Executive
Officer (principal financial officer) as appropriate, to allow timely decisions
regarding required disclosure.

As of May 31, 2008, we carried out an evaluation, under the
supervision and with the participation of our management, including our
President (principal executive officer) and our Chief Executive Officer
(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 President (principal executive officer) and our
Chief Executive Officer (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 President
(principal executive officer) and our Chief Executive Officer (principal
financial officer),, to allow timely decisions regarding required disclosure.
During our most recently completed fiscal quarter ended May 31, 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.

11

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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 Six Months ended May 31, 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
|------- | -----------------

At a Shareholders Meeting on July 8, 2008 the shareholders
appointed Matthew Jones was President/Director and elected Mark Garfield as
Chief Executive Officer/Director. Two new directors were also elected to the
Board, Mr. Alan Husejnagic, Secretary/Treasurer/Director and Mr. Naveen
Aggarwal/Director.

|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 Six Months ended May 31, 2008
|--- | --------------------------------------------------------------------------------------------------------------
|    |                                                                                                               
|(b) | Exhibits. Exhibits included or incorporated by reference
      herein: See Exhibit Index below.               

12



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EXHIBIT INDEX

Number
      Exhibit Description3.1
      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 Conduct31.1
      Section 302 Certifications
        - President31.2
      Section 302 Certifications
        - CEO32.1
      Section 906 Certifications
        - President32.2
      Section 906 Certifications
        - CEO


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: July 14, 2008 | By:                         
|                     |                             

13



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