Filed by sedaredgar.com - Infolinx Communications Ltd.

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

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

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(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.

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.

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 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.

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.

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.

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.

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

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

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.

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

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.

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.

The financial statements are presented in United States dollars; however, the functional currency for the Company is the Canadian dollar. Thus, in accordance with Statement of Financial Accounting Standards No. 52, “Foreign Currency Translation”, the current rate method is used. All foreign denominated assets and liabilities are translated

to their United States dollar equivalents using foreign exchange rates that prevailed at the balance sheet date. Revenue and expenses are translated at weighted average rates of exchange during the year and stockholders’ equity accounts are translated by using historical exchange rates. Translation adjustments resulting from using different rates on different financial statement components are reported as a component of accumulated other comprehensive income in the stockholders’ equity section of the balance sheet.

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

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.

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.

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.

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.

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.

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.

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.

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

On 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.

(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.

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

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

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.

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

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.

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

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 -

$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.

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.

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 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.

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.

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.

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.

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.

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

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.

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.

During the Six Months ended May 31, 2008, the Company issued 150,000 common shares for cash proceeds of $ 15,159.

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.

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 - President
31.2	Section 302 Certifications - CEO
32.1	Section 906 Certifications - President
32.2	Section 906 Certifications - CEO

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.

NEVADA
(State or other jurisdiction of incorporation or	(IRS Employer Identification No.)
organization)

		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

		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

(unaudited)
														October 23,
		Three months			Three months			Six months			Six months			2000
		ended			ended			ended			ended			(inception) to
		May 31, 2008			May 31, 2007			May 31, 2008			May 31, 2007			May31, 2008



GENERAL AND
ADMINISTRATIVE
EXPENSES
Office and general	$	7,813		$	6,159		$	14,035		$	9,825		$	85,686
Consulting fees		9,838			12,989			17,432			14,048			101,335
Consulting fees- stock based		-			-			-			-			10,329
Depreciation		390			573			789			1,127			7,158
Interest on convertible debenture		6,833			-			6,833			-			6,833
Management fees		7,827			16,946			22,976			27,316			297,321
Professional fees		14,935			12,067			31,454			21,690			170,400
Research and development		1,451			-			22,448			-			82,153
Transfer agent and filing fees		2,742			395			3,917			3,037			21,235
Travel expenses		-			2,002			209			2,002			22,078
Loss on impairment of
application software		-			-						-			146,916

NET LOSS FOR THE
PERIOD	$	( 51,829	)	$	( 51,131	)		$(120,093	)	$	( 79,045	)	$	( 951,444	)
Basic & diluted loss per share	$	( 0.00	)	$	( 0.00	)	$	( 0.01	)	$	(0.00	)

Weighted average number of
common shares outstanding		17,893,810			17,230,875			17,810,203			16,775,073

		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

		May 31, 2008			November 30, 2007
Capitalized costs	$	146,917		$	146,917
Less Impairment		(146,916	)		(146,916	)
	$	1		$	1

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

	Period ended May 31, 2008			Year ended November 30, 2007
		Weighted
		Average	Weighted		Weighted Average
	Number of	Exercise Price	Average Life	Number of	Exercise Price per	Weighted Average
	Shares	per Share	in Years	Shares	Share	Life in Years
Balance Beginning
of Period	-	-	-	900,000	-	-
Granted in the
Period	-	-	-	-	-	-
Exercised in the
Period	-	-	-	-	-	-
Expired in the
Period	-	-	-	900,000	-	-
Balance
End of Period	-	-	-	-	-	-

	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	Weighted		Weighted Average
	Number of	per Share	Average Life	Number of	Exercise Price per	Weighted Average
	Shares	($CDN)	in Years	Shares	Share ($CDN)	Life in Years

Balance Beginning
of Period	405,000	0.15	0.71	425,000	0.15	0.43
Granted in the
Period	-	-		105,000	0.15	-
Exercised in the
Period	-	-		-	-	-
Expired in the
Period	100,000.	-		125,000	0.15
Balance
End of Period	305,000	0.15	0.30	405,000	0.15	0.71

		Six months		Year ended
		ended May 31,		November 30,
		2008		2007

Cash paid during the period for:
Interest	$	-	$	-
Income taxes	$	-	$	-

(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.

	INFOLINX COMMUNICATIONS LTD.



Dated: July 14, 2008	By:	/s/ Matthew Jones
		Matthew Jones, President and Director