---

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, 2008

[ ] 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)                                    |                                  

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 October 15, 2008, the Registrant had 17,893,810 shares of
common stock issued and outstanding.

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

F-1

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2

INFOLINX COMMUNICATIONS LTD.

TABLE OF CONTENTS

|                               |                                                                                             | PAGE
|------------------------------ | ------------------------------------------------------------------------------------------- | ----
|                               |                                                                                            
|PART I - FINANCIAL INFORMATION | 3                                                                                          
|                               |                                                                                             |     
|ITEM 1.                        | FINANCIAL STATEMENTS                                                                        | 3   
|                               |                                                                                             |     
|ITEM 2.                        | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS | 4   
|                               |                                                                                             |     
|ITEM 3.                        | CONTROLS AND PROCEDURES                                                                     | 10  
|                               |                                                                                             |     
|PART II                        | OTHER INFORMATION                                                                           | 11  
|                               |                                                                                             |     
|ITEM 1.                        | LEGAL PROCEEDINGS                                                                           | 11  
|                               |                                                                                             |     
|ITEM 2.                        | CHANGES IN SECURITIES AND USE OF PROCEEDS                                                   | 11  
|                               |                                                                                             |     
|ITEM 3.                        | DEFAULTS UPON SENIOR SECURITIES                                                             | 11  
|                               |                                                                                             |     
|ITEM 4.                        | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                         | 11  
|                               |                                                                                             |     
|ITEM 5.                        | OTHER INFORMATION                                                                           | 11  
|                               |                                                                                             |     
|ITEM 6.                        | EXHIBITS AND REPORTS ON FORM 8-K                                                            | 11  
|                               |                                                                                            
|SIGNATURE                      | 12                                                                                         

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INFOLINX COMMUNICATIONS LTD.

QUARTERLY REPORT ON FORM 10-QSB

FOR THE PERIOD ENDED AUGUST 31, 2008

****

FORWARD-LOOKING STATEMENTS

This Form 10-QSB for the quarterly period ended AUGUST 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.

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3

PART I. - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INFOLINX COMMUNICATIONS LTD. (a development stage
company)

FINANCIAL STATEMENTS AUGUST 31, 2008

(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, 2008 |   |   | November 30, 2007 |  
|--------------------------------------------------------- | - | --------------- | - | - | ----------------- | -
|                                                          |   | (unaudited)     |   |   |                   |  
|                                                          |   |                 |   |   |                   |  
|CURRENT ASSETS                                            |   |                 |   |   |                   |  
|Cash                                                      | $ | 1,167           |   | $ | 2,072             |  
|Prepaid expenses (Note 7)                                 |   | 2,919           |   |   | 177               |  
|                                                          |   | 4,086           |   |   | 2,249             |  
|EQUIPMENT (Note 4)                                        |   | 1,857           |   |   | 3,155             |  
|APPLICATION
      SOFTWARE (Note 3)                       |   | 1               |   |   | 1                 |  
|                                                          | $ | 5,944           |   | $ | 5,405             |  
|                                                          |   |                 |   |   |                   |  
|CURRENT LIABILITIES                                       |   |                 |   |   |                   |  
|Accounts payable and accrued liabilities                  | $ | 46,948          |   | $ | 39,121            |  
|Interest payable on convertible debentures
      (Note 5) |   | 5,206           |   |   | -                 |  
|Loan payable (Note 8)                                     |   | 3,764           |   |   | -                 |  
|Convertible debenture (Note 5)                            |   | 108,007         |   |   | -                 |  
|Due to related
      parties (Note 7)                     |   | 133,239         |   |   | 138,468           |  
|                                                          |   | 297,164         |   |   | 177,589           |  
|STOCKHOLDERS DEFICIENCY                                  |   |                 |   |   |                   |  
|Capital stock (Note 4)                                    |   |                 |   |   |                   |  
|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                                |   | 9,550           |   |   | 15,159            |  
|Deficit accumulated during the development
      stage    |   | (1,003,364      | ) |   | (831,351          | )
|Accumulated other
      comprehensive income              |   | 40,058          |   |   | 29,126            |  
|                                                          |   | (291,220        | ) |   | (172,184          | )
|                                                          | $ | 5,944           |   | $ | 5,405             |  

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

F-1

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

|                                   |       |                 |   |       |                 |   |       |                  |   |       |                         |   |   | October 23,      |  
|---------------------------------- | ----- | --------------- | - | ----- | --------------- | - | ----- | ---------------- | - | ----- | ----------------------- | - | - | ---------------- | -
|                                   |       | Three months    |   |       | Three months    |   |       | Nine months      |   |       | Nine months             |   |   | 2000 (inception) |  
|                                   |       | ended           |   |       | ended           |   |       | ended            |   |       | ended                   |   |   | to August 31,    |  
|                                   |       | August 31,      |   |       | August 31,      |   |       | August 31,       |   |       | August 31,              |   |   | 2008             |  
|                                   |       | 2008            |   |       | 2007            |   |       | 2008             |   |       | 2007                    |   |   |                  |  
|                                   |       |                 |   |       |                 |   |       |                  |   |       |                         |   |   |                  |  
|                                   |       |                 |   |       |                 |   |       |                  |   |       |                         |   |   |                  |  
|GENERAL AND                        |       |                 |   |       |                 |   |       |                  |   |       |                         |   |   |                  |  
|ADMINISTRATIVE                     |       |                 |   |       |                 |   |       |                  |   |       |                         |   |   |                  |  
|EXPENSES                           |       |                 |   |       |                 |   |       |                  |   |       |                         |   |   |                  |  
|Office and general                 | $     | 12,296          |   | $     | 7,164           |   | $     | 26,331           |   | $     | 16,990                  |   | $ | 97,982           |  
|Consulting fees                    |       | 2,553           |   |       | 4,724           |   |       | 19,985           |   |       | 18,772                  |   |   | 103,888          |  
|Consulting fees- stock based       |       | -               |   |       | -               |   |       | -                |   |       | -                       |   |   | 10,329           |  
|Depreciation                       |       | 360             |   |       | 606             |   |       | 1,149            |   |       | 1,733                   |   |   | 7,518            |  
|Interest on convertible debenture  |       | 12,791          |   |       | --              |   |       | 19,624           |   |       | -                       |   |   | 19,624           |  
|Management fees                    |       | 14,860          |   |       | 19,841          |   |       | 37,836           |   |       | 47,157                  |   |   | 312,181          |  
|Professional fees                  |       | 7,100           |   |       | 18,271          |   |       | 38,554           |   |       | 39,961                  |   |   | 177,500          |  
|Research and development           |       | 535             |   |       | -               |   |       | 22,983           |   |       | -                       |   |   | 82,688           |  
|Transfer agent and filing fees     |       | 1,221           |   |       | 2,813           |   |       | 5,138            |   |       | 5,850                   |   |   | 22,456           |  
|Travel                             |       | 204             |   |       | 127             |   |       | 413              |   |       | 2,129                   |   |   | 22,282           |  
|Loss on impairment of              |       |                 |   |       |                 |   |       |                  |   |       |                         |   |   |                  |  
|application software               |       | -               |   |       | -               |   |       | -                |   |       | -                       |   |   | 146,916          |  
|NET LOSS FOR THEPERIOD             | **$** | ******(51,920** | ) | **$** | ******(53,546** | ) | **$** | ******(172,013** | ) | **$** | ******(
      132,592** | ) | $ | (1,003,364       | )
|Basic & diluted net loss per share | $     | ( 0.00          | ) | $     | ( 0.00          | ) | $     | (0.01            | ) | $     | ( 0.01                  | ) |   |                  |  
|                                   |       |                 |   |       |                 |   |       |                  |   |       |                         |   |   |                  |  
|Weighted average number of         |       |                 |   |       |                 |   |       |                  |   |       |                         |   |   |                  |  
|common shares outstanding          |       | 17,743,810      |   |       | 17,743,810      |   |       | 17,884,719       |   |       | 17,100,343              |   |   |                  |  

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 month ended |   |   | Nine month   |   |   | October 23, 2000          |  
|--------------------------------------------- | - | ---------------- | - | - | ------------ | - | - | ------------------------- | -
|                                              |   | August 31, 2008  |   |   | ended August |   |   | (inception) to August 31, |  
|                                              |   |                  |   |   | 31, 2007     |   |   | 2008                      |  
|                                              |   |                  |   |   |              |   |   |                           |  
|                                              |   |                  |   |   |              |   |   |                           |  
|CASH FLOWS FROM OPERATING                     |   |                  |   |   |              |   |   |                           |  
|ACTIVITIES                                    |   |                  |   |   |              |   |   |                           |  
|Net loss for the period                       | $ | (172,013         | ) | $ | (123,351     | ) | $ | (1,014,479                |  
|Adjustments to reconcile net loss to net cash |   |                  |   |   |              |   |   |                           |  
|from operating activities:                    |   |                  |   |   |              |   |   |                           |  
|- non-cash management fees                    |   | -                |   |   | 77,143       |   |   | 112,183                   |  
|- non-cash consulting fees                    |   | -                |   |   | 18,000       |   |   | 118,018                   |  
|- non-cash research and development           |   | -                |   |   | -            |   |   | 46,350                    |  
|- depreciation                                |   | 1,149            |   |   | 2,706        |   |   | 8,562                     |  
|- accrued interest                            |   | 5,206            |   |   | -            |   |   | 5,206                     |  
|- accretion                                   |   | 14,282           |   |   | -            |   |   | 97,662                    |  
|- loss on impairment of application software  |   | -                |   |   | -            |   |   | 146,916                   |  
|GST recoverable                               |   | -                |   |   | (5,475       | ) |   | -                         |  
|Prepaid expenses                              |   | (2,742           | ) |   | 428          |   |   | (2,912                    | )
|Accounts payable                              |   | 7,976            |   |   | (2,075       | ) |   | 37,793                    |  
|                                              |   |                  |   |   |              |   |   |                           |  
|NET CASH FLOWS USED IN                        |   | (146,142         | ) |   | (32,624      | ) |   | (433,586                  | )
|OPERATING
      ACTIVITIES                    |   |                  |   |   |              |   |   |                           |  
|CASH FLOWS USED IN INVESTING                  |   |                  |   |   |              |   |   |                           |  
|ACTIVITIES                                    |   |                  |   |   |              |   |   |                           |  
|Acquisition of Equipment                      |   | -                |   |   | (15,451      | ) |   | (10,005                   | )
|Software
      development                    |   | -                |   |   | (22,113      | ) |   | (132,513                  | )
|                                              |   |                  |   |   |              |   |   |                           |  
|NET CASH FLOWS USED IN                        |   | -                |   |   | (37,564      | ) |   | (142,518                  | )
|INVESTING ACTIVITIES                          |   |                  |   |   |              |   |   |                           |  
|                                              |   |                  |   |   |              |   |   |                           |  
|CASH FLOWS FROM FINANCING                     |   |                  |   |   |              |   |   |                           |  
|ACTIVITIES                                    |   |                  |   |   |              |   |   |                           |  
|Advances from (repayments to) related         |   | (5,229           | ) |   | 6,335        |   |   | 25,291                    |  
|parties                                       |   |                  |   |   |              |   |   |                           |  
|Loan proceeds                                 |   | 3,764            |   |   | -            |   |   | 3,764                     |  
|Subscription funds                            |   | 9,550            |   |   | 4,450        |   |   | 33,136                    |  
|Convertible debentures                        |   | 126,220          |   |   |              |   |   | 42,840                    |  
|Proceeds on sale
      of common stock        |   | -                |   |   | 56,728       |   |   | 432,182                   |  
|                                              |   |                  |   |   |              |   |   |                           |  
|NET CASH FLOWS FROM                           |   | 134,305          |   |   | 67,513       |   |   | 537,213                   |  
|FINANCING ACTIVITIES                          |   |                  |   |   |              |   |   |                           |  
|                                              |   |                  |   |   |              |   |   |                           |  
|EFFECT OF EXCHANGE RATE                       |   | 10,932           |   |   | 1,209        |   |   | 40,058                    |  
|CHANGES                                       |   |                  |   |   |              |   |   |                           |  
|INCREASE (DECREASE) IN CASH                   |   | (905             | ) |   | (1,466       | ) |   | 1,167                     |  
|CASH, BEGINNING
      OF PERIOD               |   | 2,072            |   |   | 12,015       |   |   | -                         |  
|CASH, END OF PERIOD                           | $ | 1,167            |   | $ | 10,549       |   | $ | 1,167                     |  

Supplemental disclosure with respect to cash flows(Note
9)

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, 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 August 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 August 31, 2008 the Company had a working capital
deficit of $293,078 and has incurred losses since inception of $1,003,364. 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-4

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|INFOLINX COMMUNICATIONS LTD.                                             
|-------------------------------------------------------------------------
|(a development stage company)                                            
|NOTES TO FINANCIAL STATEMENTS                                            
|August 31, 2008
      (unaudited)                                        
|                                                                         
|NOTE 1  NATURE
      OF OPERATIONS AND BASIS OF PRESENTATION (continued)

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 nine months ended August 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 presentationThese financial statements are
presented in United States dollars and have been prepared in accordance with
United States generally accepted accounting principles.

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

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

Significant estimates and assumptions are the recoverability of
intangible assets with indefinite lives, the value of the composition of future
income tax assets and future income tax liabilities, the fair value of
convertible debt 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, 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 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.

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-5

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|INFOLINX COMMUNICATIONS LTD.                                         
|---------------------------------------------------------------------
|(a development stage company)                                        
|NOTES TO FINANCIAL STATEMENTS                                        
|August 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 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 compensationThe 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 August 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 pronouncementsThe Company adopted
the provisions of FIBS Interpretation No. 48, Accounting for Uncertainty in
Income Taxes (FIN 48), on December 1, 2007. Previously, the Company had
accounted for tax contingencies in accordance with SFAS No. 5, Accounting for
Contingencies. As required by Interpretation 48, which clarifies SFAS No. 109,
Accounting for Income Taxes, the Company recognizes the financial statement
benefit of a tax position only after determining that the relevant tax authority
would more likely than not sustain the position following an audit. For tax
positions meeting this standard, the amount recognized in the financial
statements is the largest benefit that has a greater than 50 percent likelihood
of being realized upon ultimate settlement with the relevant tax authority. At
the adoption date, the Company applied Interpretation 48 to all tax positions
for which the statute of limitations remained open. The adoption of FIN 48 did
not have a material impact in the financial statements during the period ended
May 31, 2008.

F-6

---

|INFOLINX COMMUNICATIONS LTD.                                         
|---------------------------------------------------------------------
|(a development stage company)                                        
|NOTES TO FINANCIAL STATEMENTS                                        
|August 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-7

---

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

In May 2008, the Financial Accounting Standards Board (FASB)
issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts
 An interpretation of FASB Statement No. 60. SFAS 163 requires that an
insurance enterprise recognize a claim liability prior to an event of default
when there is evidence that credit deterioration has occurred in an insured
financial obligation. It also clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement to be
used to account for premium revenue and claim liabilities, and requires expanded
disclosures about financial guarantee insurance contracts. It is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
except for some disclosures about the insurance enterprises risk-management
activities. SFAS 163 requires that disclosures about the risk-management
activities of the insurance enterprise be effective for the first period
beginning after issuance. Except for those disclosures, earlier application is
not permitted. This new pronouncement is not expected to have a material effect
on the Companys financial statements.

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

|                  |   | August 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             |   |                 |   |   |                   |  
|------------------------------------ | - | --------------- | - | - | ----------------- | -
|                                     |   | August 31, 2008 |   |   | November 30, 2007 |  
|Equipment                            | $ | 10,770          |   | $ | 11,435            |  
|Less: accumulated
      depreciation |   | (8,913          | ) |   | (8,280            | )
|                                     | $ | 1,857           |   | $ | 3,155             |  

F-8

---

|INFOLINX COMMUNICATIONS LTD.        
|------------------------------------
|(a development stage company)       
|NOTES TO FINANCIAL STATEMENTS       
|August 31, 2008
      (unaudited)   
|                                    
|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. The debenture bears interest of
8% per annum from the date of deposit.

The Company has classified the debenture into its debt and
equity components based on their relative estimated fair values. At April 30,
2008 the debenture was classified as debt of $93,725 and equity of $32,495. The
latter amount of $32,495, has been included in stockholders equity as the
equity component of convertible debenture and represents the estimated fair
value of the right of conversion. During the period ended August 31, 2008,
interest expense of $5,206 was recorded. An additional $14,282 was recorded as
interest accretion and added to the carrying value of the debenture.

|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.

In August 2008 the Company received common share subscriptions
of $9,550.

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 August 31, 2008

F-9

---

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

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

|                  | Nine month ended August 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     | -                                |  | -                            | 

Stock Purchase Warrants

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

|                 |  |           |  |                  |  |                 |  |                  |  |                   |  |                   |  | Weighted | 
|---------------- |  | --------- |  | ---------------- |  | --------------- |  | ---------------- |  | ----------------- |  | ----------------- |  | -------- | 
|                 |  | Exercise  |  |                  |  |                 |  | Weighted         |  |                   |  | Weighted          |  | Average  | 
|                 |  | Price Per |  |                  |  | Number of       |  | Average          |  | Number of         |  | Average           |  | Life in  | 
|Date Issued      |  | Share     |  | Expiry Date      |  | Shares          |  | Life in Years at |  | Shares            |  | Life in Years at  |  | Years    | 
|                 |  | $CDN      |  |                  |  | August 31, 2008 |  | August 31, 2008  |  | November 30, 2007 |  | November 30, 2007 |  | at grant | 
|May 4, 2006      |  | 0.15      |  | May 4, 2008      |  | -               |  | -                |  | 100,000           |  | 0.43              |  | 2.00     | 
|May 4, 2006      |  | 0.15      |  | May 4, 2007      |  | -               |  | -                |  | -                 |  | -                 |  | 1.00     | 
|May 4, 2006      |  | 0.15      |  | May 4, 2007      |  | -               |  | -                |  | -                 |  | -                 |  | 1.00     | 
|August 10, 2006  |  | 0.15      |  | August 10, 2008  |  | -               |  | -                |  | 100,000           |  | 0.70              |  | 2.00     | 
|August 10, 2006  |  | 0.15      |  | August 10, 2008  |  | -               |  | -                |  | 100,000           |  | 0.70              |  | 2.00     | 
|December 4, 2006 |  | 0.15      |  | December 4, 2008 |  | 105,000         |  | 0.26             |  | 105,000           |  | 1.01              |  | 2.00     | 
|                 |  |           |  |                  |  |                 |  |                  |  |                   |  |                   |  |          | 
|                 |  |           |  |                  |  | 105,000         |  | 0.26             |  | 405,000           |  | 0.71              |  | 2.00     | 

F-10

---

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

|                 | Nine month period ended August 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           | 300,000.                                |  | -                            | 
|Balance          |                                         |  |                              | 
|End of Period    | 105,000                                 |  | 0.15                         | 

|NOTE 7 
      RELATED PARTY TRANSACTIONS
|-----------------------------------------

During the nine months ended August 31, 2008 the Company
incurred $37,836 in management fees to Officers and certain Directors of the
Company (2007 - $47,157).

As of August 31, 2008 the Company owed $78,380 (November 30,
2007 - $78,223) to the president of the Company; $54,584 (November 30, 2007 -
$59,952) to a former Director; $275 to a former Director (November 30, 2007 -
$292).

As of August 31, 2008 prepaid expenses included $1,882 of
management fees prepaid to an officer of the Company.

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. Amounts due to related
parties are unsecured, non interest bearing and have no specific terms of
repayment.

|NOTE 8  LOAN
      PAYABLE
|---------------------------

On July 15, 2008 the Company received a loan for total $3,764.
The loan is unsecured, non interest bearing and has no specific terms of
repayment.

|NOTE 9 
      SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
|-----------------------------------------------------------------

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

F-11

---

4

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.

Nine Months Ended August 31, 2008 Compared to Nine Months
Ended August 31, 2007

Net Sales

For the Nine Months ended August 31, 2008 and August 31, 2007,
the Company had no sales.

---

5

Selling, General and Administrative Expenses

For the Nine Months ended August 31, 2008, the Company had office
  and general expenses of $26,331 (2007  $16,990), consulting fees of $19,985
  (2007  $18,772) and management fees of $37,836 (2007 - $47,157), professional
  fees of $38,554 (2007 - $39,961), research and development costs of $22,983
  (2007-nil) transfer agent and filing fees of $5,138 (2007 $5,850) and
  travel costs of $413 (2007 - $2,129).

Office and general expenses increased 59% 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 Nine Months ended
August 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 decreased 4% in the Nine Months period
compared to the corresponding period ending August 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 $22,983 (2007  nil) to maintain the Companys software.

The Company accrued interest and accretion expense of $5,206
and $14,282 (2007  nil) related to the issuance of the Series A convertible
debenture.

Net Loss

For the Nine Months ended August 31, 2008, the Company had a
net loss of $172,013 or $(0.01) per share, which was an increase of 32% when
compared to the net loss for the corresponding period to August 31, 2007 of
$132,592 or $(0.01) 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 $1,167 as at August 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 $146,142. The Company had a working capital deficiency of
$293,078 at August 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 August 31, 2008 is $1,003,364. The Company had a working capital deficiency of $293,078 at August 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, ourInfoLinx Channel,our revenues may be negatively affected and our business may not expand or be successful.

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

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

---

8

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.

In May 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts  An interpretation of FASB Statement No. 60.  SFAS 163 requires that an
insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements
issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprises risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance
enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. This new pronouncement is not expected to have a material effect on the Companys financial statements.

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10

|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 August 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 August 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.

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11

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

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12

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: September 30, 2008 | By:                         
|                          |                             

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