UNITED ~~STATES~~STATESSECURITIES ~~SECURITIES~~ AND EXCHANGE COMMISSION Washington, D.C. ~~20549~~ 20549

FORM 10-Q

(Mark One)

[X x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF ~~THE~~ THE SECURITIES EXCHANGE ACT OF 1934 ~~For the quarterly period ended May 31, 2009~~

~~[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~ For the ~~transition~~quarterly period ~~from~~ended ~~________~~December ~~to ________~~31, 2009

~~Commission~~[ ~~File~~] ~~Number~~TRANSITION ~~000-51714~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~CIGNUS~~For ~~VENTURES~~the ~~INC. (Exact~~transition ~~name~~period offrom ~~registrant~~________to ~~as specified in its charter)~~ ________

NEVADA	74-3152432
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Suite 410 – 103 East Holly Street
National Bank Building
Bellingham, WA	98225
(Address of principal executive offices)	(Zip Code)

COMMISSION FILE NUMBER 000-51714

SMARTLINX INC.(~~360)~~Exact ~~306-1133~~name of ~~(Registrant's~~registrant ~~telephone~~as ~~number, including~~specified ~~area~~in ~~code)~~its charter)

N/A (Former name, former address and former fiscal year, if changed since last report)

NEVADA	74-3152432
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1400 Kennedy Blvd.
Union City, NJ	07087
(Address of principal executive offices)	(Zip Code)

~~Indicate by check mark whether the registrant~~ (1201) ~~has filed all reports required to be filed by Section 13 or 15~~751-0602(d)Registrant's oftelephone ~~the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports)~~number, ~~and (2) has been~~ ~~subject~~including toarea ~~such filing requirements for the past 90 days. [X] Yes [ ] No~~code)

~~Indicate~~Former byFiscal ~~check~~Year: ~~mark~~August ~~whether~~31(Former ~~the registrant has submitted~~name, ~~electronically~~former address and ~~posted~~former onfiscal ~~its corporate Web site~~year, if ~~any,~~changed ~~every Interactive~~since ~~Data~~last ~~File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(s. 232.405 of this chapter~~report) ~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No~~

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 for such 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.[ x ]Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).[ ] Yes[ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X x ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X ] Yes [ x ] No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of February ~~July 7~~22, ~~2009~~2010, the Issuer had 1659,~~000~~085,000 Shares of Common Stock outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and nine months ended ~~May~~ December 31, 2009 are not necessarily indicative of the results that can be expected for ~~the~~ the year ending ~~August~~March 31, ~~2009~~2010.

As used in this Quarterly Report, the terms “we,” “us,” “our,” the “Company,” and “~~Cignus~~Smartlinx” mean ~~Cignus~~Smartlinx ~~Ventures~~ Inc. and its subsidiaries ~~unless~~ unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

~~CIGNUS~~SMARTLINX ~~VENTURES~~ INC. ~~(An Exploration Stage Company)~~

~~CONSOLIDATED~~(formerly ~~FINANCIAL~~Cignus ~~STATEMENTS~~Ventures Inc.)

~~MAY~~CONSOLIDATED ~~31,~~FINANCIAL ~~2009~~ STATEMENTS

(~~Unaudited)~~Expressed in U.S. Dollars)

~~(Stated~~December in31, ~~U.S. Dollars~~2009 (Unaudited)

~~CIGNUS~~SMARTLINX ~~VENTURES~~ INC. (Anformerly ~~Exploration~~Cignus ~~Stage~~Ventures ~~Company~~Inc.) CONSOLIDATED BALANCE SHEETS (Expressed in U.S. Dollars)

CONSOLIDATED BALANCE SHEETS (Stated in U.S. Dollars)

		December 31,			March 31,
		2009			2009
		(unaudited)			(audited)

ASSETS

Current Assets
Cash (Note 4)	$	46,316		$	5,669
Receivables		7,058			2,631
Prepaid expenses		555			-

Total Current Assets		53,929			8,300

Deposit		10,662			9,584
Equipment, net of accumulated amortization (Note 5)		11,800			8,789

Total Assets	$	76,391		$	26,673

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued liabilities	$	137,758		$	4,916
Accounts payable and accrued liabilities –related parties (Note 6)		6,812			-
Loans Payable (Note 6)		151,464			123,134
Total Current Liabilities		296,034			128,050

Commitments and Contractual Obligations (Note 10)

Stockholders’ Deficit
Common stock (Note 7)
Authorized 270,000,000 common shares with a par value of $0.001 per share
Issued and outstanding December 31, 2009 - 59,085,000 March 31, 2009 - 49,950,000		59,085			2,223
Additional paid-in capital		2,670			10,540
Accumulated other comprehensive income:
Foreign currency cumulative translation adjustment		5,418			20,466
Deficit		(286,816	)		(134,606	)
Total Stockholders’ Deficit		(219,643	)		(101,377	)

Total Liabilities and Stockholders’ Deficit	$	76,391		$	26,673

		MAY 31,			AUGUST 31,
		2009			2008
		(unaudited)
ASSETS
Current Assets
Cash	$	208		$	209
Total Current Assets		208			209
Office Equipment, net (Note 4)		-			44
Total Assets	$	208		$	253
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Accounts payable and accrued liabilities	$	79,961		$	74,195
Accounts payable and accrued liabilities –related party (Note 6)		6,748			6,828
Loans payable -stockholder (Note 6)		57,689			33,615
Total Current Liabilities		144,398			114,638
Stockholders’ Deficiency
Common stock (Note 7)
Authorized:
100,000,000 common shares with a par value of $0.001 per share
100,000,000 preferred shares with a par value of $0.001 per share
Issued and outstanding:
16,000,000 common shares		16,000			16,000
Additional paid-in capital		114,000			114,000
Deficit accumulated during the exploration stage		(274,190	)		(244,385	)
Total Stockholders’ Deficiency		(144,190	)		(114,385	)
Total Liabilities and Stockholders’ Deficiency	$	208		$	253
Subsequent Event (Note 9)

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

~~The accompanying notes are an integral part of these consolidated financial statements.~~ F-2

~~F-2~~SMARTLINX INC. (formerly Cignus Ventures Inc.) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Expressed in U.S. Dollars) (Unaudited)

CIGNUS VENTURES INC. (An Exploration Stage Company)

		Three			Three			Nine			Nine
		Months			Months			Months			Months
		Ended			Ended			Ended			Ended
		December 31,			December 31,			December 31,			December 31,
		2009			2008			2009			2008
REVENUE
Customer Equipment	$	1,397		$	1,154		$	4,540		$	1,154
Telephone services		5,120			4,003			13,815			9,979
		6,517			5,157			18,355			11,133
EXPENSES
Direct cost of customer equipment		1,190			-			4,124			-
Direct cost of telephone services		16,771			9,977			32,141			33,147
Amortization		608			399			1,873			1,351
Professional fees		78,639			916			80,142			916
Selling, general and administrative		16,844			1,208			43,226			3,966
		114,052			12,500			161,506			39,380
LOSS BEFORE OTHER ITEM AND INCOME TAXES		(107,535	)		(7,343	)		(143,151	)		(28,247	)
Interest expense		3,919			1,946			9,059			5,837
LOSS BEFORE INCOME TAXES		(111,454	)		(9,289	)		(152,210	)		(34,084	)
Provision for income taxes		-			-			-			-
NET LOSS		(111,454	)		(9,289	)		(152,210	)		(34,084	)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment		(7,492	)		3,175			(15,048	)		16,181
COMPREHENSIVE LOSS	$	(118,946	)	$	(6,114	)	$	(167,258	)	$	(17,903	)

BASIC AND DILUTED NET LOSS PER SHARE	$	(0.00	)	$	(0.93	)	$	(0.00	)	$	(3.41	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		58,301,413			10,000			52,743,927			10,000

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying OFnotes ~~OPERATIONS~~are ~~(Unaudited)~~an ~~(Stated~~integral inpart ~~U.S.~~of ~~Dollars)~~these consolidated financial statements.

														CUMULATIVE
														AMOUNTS
														FROM
		THREE			THREE			NINE			NINE			INCEPTION
		MONTHS			MONTHS			MONTHS			MONTHS			(MARCH 10,
		ENDED			ENDED			ENDED			ENDED			2005) TO
		MAY 31,			MAY 31,			MAY 31,			MAY 31,			MAY 31,
		2009			2008			2009			2008			2009
EXPENSES
Amortization	$	-		$	135		$	44		$	402		$	1,613
Incorporation costs		-			-			-			-			1,271
Interest -loans		1,172			761			2,924			1,329			5,039
Management fees		-			-			-			-			44,100
Mineral property
exploration costs		-			-			-			1,752			18,322
Office and sundry		3,415			1,171			2,139			3,978			21,101
Professional fees		6,191			6,266			20,842			29,262			162,325
Transfer and filing fees		1,780			661			3,856			2,404			14,866
Travel and promotion		-			-			-			-			5,553
LOSS BEFORE INCOME TAXES		12,558			8,994			29,805			39,127			274,190
Provision for income taxes		-			-			-			-			-
NET LOSS	$	12,558		$	8,994		$	29,805		$	39,127		$	274,190
BASIC AND DILUTED
NET LOSS PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING		16,000,000			16,000,000			16,000,000			16,000,000

F-3

~~The~~SMARTLINX ~~accompanying~~INC. ~~notes~~(formerly ~~are~~Cignus anVentures ~~integral~~Inc.) ~~part~~CONSOLIDATED ofSTATEMENTS ~~these consolidated~~OF ~~financial~~CASH ~~statements~~FLOWS (Expressed in U.S. Dollars) (Unaudited)

F-3

		Nine			Nine
		Months			Months
		Ended			Ended
		December 31,			December 31,
		2009			2008

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(152,210	)	$	(34,084	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization		1,873			1,352
Interest expense		7,828			5,695
Change in operating assets and liabilities:
Increase in receivables		(4,010	)		(2,716	)
Increase in prepaid expenses		(538	)		-
Increase (decrease) in accounts payable and accrued liabilities		16,879			(3,944	)
Increase in accounts payable and accrued liabilities –related parties'		17			-
Increase in accrued interest payable		1,193			-

Net cash used in operating activities		(128,968	)		(33,697	)

CASH FLOWS FROM INVESTING ACTIVITIES
Equipment purchases		(3,396	)		(7,013	)

Net cash used in investing activities		(3,396	)		(7,013	)

CASH FLOWS FROM FINANCING ACTIVITIES
Cash acquired from Smartlinx VOIP Networks Private Limited		5,325			-
Increase (decrease) in loans payable		(46,633	)		40,487
Issuance of common stock for cash		200,000			-

Net cash provided by financing activities		158,692			40,487

EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH DURING THE PERIOD		14,319			1,999

NET INCREASE IN CASH		40,647			1,776

CASH, BEGINNING OF PERIOD		5,669			3,893

CASH, END OF PERIOD	$	46,316		$	5,669

~~CIGNUS~~Supplemental ~~VENTURES~~Disclosure ~~INC.~~with ~~(An~~Respect ~~Exploration~~to ~~Stage~~Cash ~~Company)~~Flows (Note 11)

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying OFnotes ~~CASH FLOWS (Unaudited)~~are ~~(Stated~~an inintegral ~~U.S.~~part ~~Dollars)~~of these consolidated financial statements.

								CUMULATIVE
								AMOUNTS
								FROM
		NINE			NINE			INCEPTION
		MONTHS			MONTHS			(MARCH 10,
		ENDED			ENDED			2005) TO
		MAY 31,			MAY 31,			MAY 31,
		2009			2008			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(29,805	)	$	(39,127	)	$	(274,190	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization		44			403			1,613
Changes in non-cash working capital items:
Increase in accounts payable and accrued liabilities		5,766			17,718			79,961
Increase (decrease) in accounts payable and accrued liabilities
–related party		(80	)		1,828			6,748
Increase in accrued interest payable		2,924			1,329			5,039
Net cash used in operating activities		(21,151	)		(17,849	)		(180,829	)
CASH FLOWS FROM INVESTING ACTIVITIES
Office equipment purchase		-			-			(1,613	)
Net cash used in investing activities		-			-			(1,613	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		-			-			130,000
Proceeds from loans payable -stockholder		21,150			17,500			52,650
Net cash provided by financing activities		21,150			17,500			182,650
NET INCREASE (DECREASE) IN CASH		(1	)		(349	)		208
CASH, BEGINNING OF PERIOD		209			415			-
CASH, END OF PERIOD	$	208		$	66		$	208
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

F-4

~~The~~SMARTLINX ~~accompanying~~INC. ~~notes~~(formerly ~~are~~Cignus anVentures ~~integral~~Inc.) ~~part~~NOTES ofTO ~~these consolidated~~THE ~~financial~~CONSOLIDATED ~~statements~~FINANCIAL STATEMENTS (Expressed in U.S. Dollars) December 31, 2009 (Unaudited)

F-4

1.	HISTORY AND ORGANIZATION OF THE COMPANY

	Smartlinx Inc. (formerly Cignus Ventures Inc.) (“the Company”) was incorporated in the State of Nevada, U.S.A., on March 10, 2005. On March 21, 2005, the Company formed a wholly-owned subsidiary, known as CVI Exploration Ltd. (“CVI”), a company incorporated in British Columbia, Canada. The Company and CVI were formed for the purpose of acquiring exploration and development stage natural resource properties. Effective October 7, 2009, the Company acquired 100% of the issued and outstanding shares of Smartlinx VoIP Networks Private Limited (“Smartlinx VoIP”), a company in the business of providing support services to Nettlinx, a related party, who provides broadband Voice over Internet Protocol (“VoIP”) telephone services. Smartlinx also sells the equipment related to the VoIP telephone services. The Company has abandoned its mineral exploration business in order to focus its resources on the development of Smartlinx VoIP’s business. CVI was dissolved by the British Columbia Registrar of Companies.

	Effective October 7, 2009, the Company acquired 100% of the issued and outstanding shares of Smartlinx VoIP from Citiglobal Ltd. (“Citiglobal”) in exchange for an aggregate of 8,775,000 shares of the Company’s common stock and warrants to acquire 4,250,000 shares of the Company’s common stock at an exercise price of $0.02 per share for a period of two years from the date of issuance. Concurrently, Citiglobal purchased 27,000,000 shares of the Company’s common stock from David K. Ryan, the former sole executive officer and director of the Company, for aggregate proceeds of $10,000. Completion of the acquisition resulted in the former sole shareholder of Smartlinx VoIP holding the majority of the Company’s issued and outstanding common stock. As a result, the transaction was accounted for as a recapitalization of Smartlinx VoIP.

	The consolidated financial statements of the Company prior to October 7, 2009 are those of Smartlinx VoIP. The Company’s date of incorporation is considered to be August 21, 2006, the date of inception of Smartlinx VoIP. Effective October 13, 2009, the Company changed its name from Cignus Ventures Inc. to Smartlinx Inc.

	These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiay, Smartlinx VoIP. All significant inter-company balances and transactions have been eliminated on consolidation.

	These unaudited financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America for interim financial information. The accompanying unaudited financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States of America generally accepted accounting principles. In the opinion of management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of financial position, results of operations and cash flows as at December 31, 2009 and for all periods presented, have been included. Interim results for the period ended December 31, 2009 are not necessarily indicative of the results that may be expected for the fiscal year as a whole.

~~CIGNUS VENTURES INC. (An Exploration Stage Company)~~ F-5

SMARTLINX INC. (formerly Cignus Ventures Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) December 31, 2009 (Unaudited)

MAY 31, 2009 (Unaudited) (Stated in U.S. Dollars)

2.	GOING CONCERN

	These unaudited financial statements have been prepared with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. However, certain conditions noted below raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

	The operations of the Company have primarily been funded by the sale of common stock and loans received. Continued operations of the Company are dependent on the Company’s ability to complete equity financings or generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings. Such financings may not be available or may not be available on reasonable terms to the Company.

3.	SIGNIFICANT ACCOUNTING POLICIES

	The financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States of America and are stated in U.S. dollars. The significant accounting policies adopted by the Company are as follows:

	(a) Basis of preparation

	The accompanying financial statements are reported in US Dollars (USD). The Indian Rupee (INR) is the functional currency for the Company. The translation of the functional currency into USD is performed for assets and liabilities using the exchange rates in effect at the balance sheet date and for revenues, costs and expenses using weighted average exchange rates prevailing during the reporting periods. Adjustments resulting from the translation of functional currency financial statements to reporting currency are accumulated and reported as accumulated other comprehensive income, a separate component of shareholder’s equity.

	(b) Foreign currency translation

	Transactions in foreign currency are recorded at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are expressed in functional currency at the exchange rates in effect at the balance sheet date. Revenues, costs and expenses are recorded using exchange rates prevailing on the date of transaction. Gain or losses resulting from foreign currency transactions are included in the statement of operations.

	(c) Use of estimates

	The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires Management to make estimates and assumptions that affect the amounts reported in the financial statement and accompanying notes. Theses estimates are based on information available as of date of the financial statements. Actual results, therefore, could differ from those estimates.

1.	HISTORY AND ORGANIZATION OF THE COMPANY
	Cignus Ventures Inc. (“the Company”) was incorporated in the State of Nevada, U.S.A., on March 10, 2005. The Company’s principal executive offices are in Bellingham, Washington. On March 21, 2005, the Company formed a wholly-owned subsidiary, known as CVI Exploration Ltd. (“CVI”), a company incorporated in British Columbia, Canada. The Company and CVI were formed for the purpose of acquiring exploration and development stage natural resource properties. The Company is considered to be in the exploration stage as it has not yet generated any revenue from its operations. During the year ended August 31, 2008 and the nine months ended May 31, 2009, the Company did not renew its three mineral claims. The Company is in the process of reorganizing the Company’s business and is seeking and evaluating alternative business opportunities.
	These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, CVI. All significant inter-company balances and transactions have been eliminated on consolidation.
	The Company is considered to be in the exploration stage. The accompanying financial statements represent those of a development stage enterprise and therefore, are subject to the usual business risks of development stage companies. The Company has not yet generated any revenue from operations.
	These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America for interim financial information. The accompanying financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under generally accepted accounting principles in the United States of America. In the opinion of management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of financial position, results of operations and cash flows as at May 31, 2009 and for all periods presented, have been included. Interim results for the period ended May 31, 2009 are not necessarily indicative of the results that may be expected for the fiscal year as a whole.
2.	GOING CONCERN
	These consolidated financial statements have been prepared with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. However, certain conditions noted below raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

F-6

~~F-5~~SMARTLINX INC. (formerly Cignus Ventures Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) December 31, 2009 (Unaudited)

CIGNUS VENTURES INC. (An Exploration Stage Company)

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

	(d) Cash and cash equivalents

	The company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. Cash and claims to cash that are restricted as to withdrawal or used in ordinary course of business are classified as restricted cash and cash equivalents under other current assets.

	(e) Receivables

	Receivables are primarily amounts due from customers. They are stated at their estimated net realizable value. No allowance has been provided for the receivables as of December 31, 2009 and March 31, 2009.

	(f) Equipment

	Equipment is stated at historical cost, less accumulated depreciation; however these are re-stated in USD using the closing exchange rate.

	Equipment costing less than US $100 is depreciated fully in the year of purchase. Depreciation is provided on a straight line basis at the following rates:

~~NOTES~~Computer TOEquipment ~~CONSOLIDATED~~–20% ~~FINANCIAL~~Furniture ~~STATEMENTS~~& Fixtures – 5%

~~MAY 31, 2009~~ (~~Unaudited~~g) ~~(Stated~~Income ~~in U.S. Dollars)~~ taxes

2.	GOING CONCERN (continued)
	As shown in the accompanying consolidated financial statements, the Company has incurred a net loss of $274,190 for the period from inception (March 10, 2005) to May 31, 2009 and has no revenue. The operations of the Company have primarily been funded by the sale of common stock and loans payable. Continued operations of the Company are dependent on the Company’s ability to complete equity financings, obtain additional loans or generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings and loans payable. Such financings or loans payable may not be available or may not be available on reasonable terms to the Company.
3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are stated in U.S. dollars. The significant accounting policies adopted by the Company are as follows:
	(a) Use of estimates
	The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.
	(b) Foreign currency translation
	The functional currency of the Company is the U.S. dollar. Accordingly, monetary assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date while non-monetary assets and liabilities are translated at historical rates. Revenue and expense items denominated in a foreign currency are translated at exchange rates prevailing when such items are recognized in the statement of operations. Exchange gains and losses arising on translation of foreign currency items are included in the statement of operations.
	(c) Cash and cash equivalents
	The Company considers cash held at banks and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At May 31, 2009 and August 31, 2008, the Company had no cash equivalents.
	(d) Office equipment
	Office equipment consisting of computer hardware is recorded at cost and is being amortized using the straight-line method over its estimated useful life of 3 years. Maintenance and repairs are expensed as incurred while betterment or renewals are capitalized.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future consequences attributable to differences between financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

~~F-6~~(h) Revenue recognition

~~CIGNUS~~Operating ~~VENTURES~~revenues ~~INC~~consists of telephony support services revenues and customer equipment (which enables the telephony services). The point in time at which revenues are recognized is determined in accordance with ASC 605-10 and 605-50 formerly Staff Accounting Bulletin No. 104, Revenue Recognition, and Emerging Issues Task Force Consensus No. 01-9, Accounting for Consideration Given by a Vendor to a Customer (AnIncluding a ~~Exploration~~Reseller ~~Stage~~of ~~Company~~the Vendor’s Products) (“EITF No. 01-9”). Revenues are recorded as follows:

~~NOTES~~Telephony TOsupport ~~CONSOLIDATED~~services ~~FINANCIAL~~revenue - ~~STATEMENTS~~The Company provides support services to Nettlinx that earns telephony service revenues. The support services is a fixed monthly fee and is recognized at the end of each month once the service has been provided and collection is reasonably estimated.

~~MAY~~Customer ~~31,~~equipment ~~2009~~ - Customer ~~(Unaudited)~~equipment consists of revenues from sales of equipment directly to customers, ~~(Stated~~ and inis ~~U.S.~~earned ~~Dollars)~~once the equipment has been delivered, and collection is reasonably estimated.

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
	(e) Mineral rights
	The Company capitalizes acquisition and option costs of mineral property rights. The amount capitalized represents fair value at the time the mineral rights were acquired. The accumulated costs of acquisition for properties that are developed to the stage of commercial production will be amortized using the unit-of-production method.
	(f) Accounting for the impairment of long-lived assets and long-lived assets to be disposed of
	The Company reviews all long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
	(g) Exploration costs
	Mineral exploration costs are expensed as incurred.
	(h) Income taxes
	A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expenses (benefit) result from the net change during the period of deferred tax assets and liabilities.
	Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
	(i) Fair value of financial instruments
	The Company's financial instruments consist of cash, accounts payable and accrued liabilities, accounts payable and accrued liabilities –related party and loans payable -stockholder. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

F-7

~~F-7~~SMARTLINX INC. (formerly Cignus Ventures Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) December 31, 2009 (Unaudited)

CIGNUS VENTURES INC. (An Exploration Stage Company)

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

	(i) Direct cost of telephony services

	Direct costs of telephony services consists of personnel costs. For the nine months ended December 31, 2009 and 2008, these personnel costs amounted to $32,141 and $33,147 respectively.

	(j) Direct cost of customer equipment

	Direct cost of customer equipment consists of the original purchase price of the equipment. For the nine months ended December 31, 2009 and 2008, these costs amounted to $4,124 and $Nil, respectively.

	(k) Fair value of financial instruments

	The Company's financial instruments consist of cash, receivables, deposit, accounts payable and accrued liabilities, accounts payable and accrued liabilities – related parties and loans payable. The Company’s financial instruments are exposed to currency risks as they are denominated in Indian Rupees. The Nettlinx loan has a fixed interest rate term, and accordingly the Company does not believe it has significant interest rate risk. The Company’s deposit is with a major Indian bank and has a fixed interest rate of 8% and matures on February 14, 2012. The Company believes its credit risk is low as it maintains cash in reputable banks in India, and monitors its receivables regularly. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

	The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 formerly SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company adopted the provisions of ASC 820 for financial assets and liabilities, as well as for any other assets and liabilities that are carried at fair value on a recurring basis as well as for non-financial assets and liabilities that are required to be measured at fair value. The adoption of the provisions of ASC 820 did not materially impact the Company’s financial position and results of operations.

	ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

~~NOTES~~Level TO1 ~~CONSOLIDATED~~– ~~FINANCIAL~~quoted ~~STATEMENTS~~prices in active markets for identical assets or liabilities Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

~~MAY~~The ~~31,~~Company’s ~~2009~~ cash and deposit are ~~(Unaudited)~~classified within Level 1 of the fair value hierarchy because it is valued using ~~(Stated~~ quoted inmarket ~~U.S.~~prices ~~Dollars)~~in active markets.

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
	(j) Net loss per share
	Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share takes into consideration shares of common stock outstanding (computed under basic earnings per share) and potentially dilutive shares of common stock. As at May 31, 2009 and August 31, 2008 there were no potentially dilutive instruments outstanding.
	(k) Exploration stage
	The Company is a development stage company as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises,” as it is devoting substantially all of its efforts to establish a new business and planned principal operations have not commenced.
	(l) Concentration of credit risk
	Cash is the only financial instrument that potentially subjects the Company to concentration of credit risk. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.
	(m) Recent accounting pronouncements
	Effective June 1, 2007, the Company adopted the provisions of FASB Interpretation 48, Accounting for Uncertainty in Income Taxes ("FIN No. 48"). FIN No. 48 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements. Additionally, FIN No. 48 provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. Under FIN No. 48, an entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. The adoption of Fin No. 48 did not have a cumulative effect on the Company’s financial statements.
	In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements ("SFAS No. 157"), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies to other existing accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the application of this statement may change the current practice for fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. In February 2008, FASB Staff Position 157-2 (“FSP FAS 157-2”) delayed the effective date of SFAS No. 157 until fiscal years beginning after November 15, 2008, and interim periods within those fiscal years, for all nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company adopted SFAS 157 on January 1, 2008, and utilized the one year deferral for nonfinancial assets and nonfinancial liabilities that was granted by FSP FAS 157-2. The adoption of SFAS No. 157 did not have a material impact on the Company’s consolidated financial statements.

F-8

~~F-8~~SMARTLINX INC. (formerly Cignus Ventures Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) December 31, 2009 (Unaudited)

CIGNUS VENTURES INC. (An Exploration Stage Company)

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

	(l) Net loss per share

	Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share takes into consideration shares of common stock outstanding (computed under basic earnings per share) and potentially dilutive shares of common stock. As of December 31, 2009 and 2008, there were no potentially dilutive securities outstanding.

	(m) Comprehensive income (loss)

	The Company has adopted ASC 220 formerly SFAS 130 “Reporting of Comprehensive Income,” which establishes guidelines for the reporting and display of comprehensive income (loss) and its components in financial statements. Comprehensive income (loss) includes foreign currency translation adjustments.

	(n) Recoverability of Long Lived Assets

	Generally accepted accounting principles in the United States of America requires that the recoverable amount of an asset, including equipment, should be estimated whenever there is an indication that the asset may be impaired. The company, at each balance sheet date and whenever indications of impairment arise, evaluates the recoverability of the carrying amount of its long lived assets through an assessment of the estimated future undiscounted cash flows related to those assets. In the event that assets are found to be carried at amounts, which are in excess of estimates gross future cash flows, the carrying value of the related asset or group of assets is reduced by which the carrying value exceeds the fair value.

	(o) Recent accounting pronouncements

	During the third quarter of 2009, the Company adopted the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles in accordance with FASB ASC Topic 105,”Generally Accepted Accounting Principles”(the Codification). The Codification has become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Effective with the Company’s adoption on July 1, 2009, the Codification has superseded all prior non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification has become non-authoritative. As the adoption of the Codification only affected how specific references to GAAP literature have been disclosed in the notes to the Company’s financial statements, it did not result in any impact on the Company’s results of operations, financial condition, or cash flows.

	In September 2009, the FASB issued authoritative guidance regarding multiple-deliverable revenue arrangements. This guidance addresses how to separate deliverables and how to measure and allocate consideration to one or more units of accounting. Specifically, the guidance requires that consideration be allocated among multiple deliverables based on relative selling prices. The guidance establishes a selling price hierarchy of (1) vendor-specific objective evidence, (2) third-party evidence and (3) estimated selling price. This guidance is effective for annual periods beginning after June 15, 2010 but may be early adopted as of the beginning of an annual period. The Company is currently evaluating the effect that this guidance will have on its financial position and results of operations.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ F-9

~~MAY~~SMARTLINX ~~31,~~INC. ~~2009~~ (~~Unaudited~~formerly Cignus Ventures Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (~~Stated~~Expressed in U.S. Dollars) December 31, 2009 (Unaudited)

3.	~~SUMMARY OF~~ SIGNIFICANT ACCOUNTING POLICIES (continued)
	(m) Recent accounting pronouncements (continued)
	(o) Recent accounting pronouncements (continued)
	In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 155 ('SFAS No. 159"). SFAS No. 159 provides companies with an option to report selected financial assets and liabilities at fair value. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. The Company is currently evaluating the impact this statement will have on its financial position and results of operations and does not expect this statement to have a material impact on its financial position and results of operations.
	ASC 855-10-20, “Subsequent Events” establishes accounting and reporting standards for events that occur after the balance sheet date but before financial statements are issued or are available to be issued and requires the disclosure of the date through which a company has evaluated subsequent events. This statement is effective for the Company’s third quarter ended December 31, 2009 and the adoption did not have an impact on the financial statements. See Note 8 for the required disclosures.
	In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (revised—2007) ("SFAS No. 141(R)"). SFAS No. 141(R) is a revision to previously existing guidance on accounting for business combinations. The statement retains the fundamental concept of the purchase method of accounting, and introduces new requirements for the recognition and measurement of assets acquired, liabilities assumed and noncontrolling interests. SFAS No. 141(R) also requires acquisition-related transaction and restructuring costs to be expensed rather than treated as part of the cost of the acquisition. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently evaluating the impact this statement will have on its financial position and results of operations and does not expect this statement to have a material impact on its financial position and results of operations.
	In April 2009, the FASB issued ASC 820-10-65 formerly FASB Staff Position FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP 157-4”). This provides significant guidance for determining when a market has become inactive as well as guidance for determining whether transactions are not orderly. It also provides guidance on the use of valuation techniques and the use of broker quotes and pricing services. It reiterates that fair value is based on an exit price and also that fair value is market-driven and not entity-specific. The accounting standard of codification applies to all assets and liabilities within the scope of ASC 820 and is effective for all interim and annual periods ending after June 15, 2009. The adoption of ASC 820-10-65 did not have a material effect on the Company’s results of operations, financial position, and cash flows.
	In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements ("SFAS No. 160"). The Statement requires that noncontrolling interests be reported as stockholders equity, a change that will affect the Company's financial statement presentation of minority interests in its consolidated subsidiaries. The Statement also establishes a single method of accounting for changes in a parent's ownership interest in a subsidiary as long as that ownership change does not result in deconsolidation. The statement is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of SFAS No. 160 and does not expect this statement to have a material impact on its financial position and results of operations.
	In April 2009, the FASB issued ASC 320-10-65, formerly FASB Staff Position FAS 115-2, FAS 124-2 and EITF 99-20-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP 115-2”). This accounting standard provides guidance related to determining the amount of an other-than-temporary impairment (OTTI) of debt securities and prescribes the method to be used to present information about an OTTI in the financial statements. It is effective for all interim and annual periods ending after June 15, 2009. The adoption of ASC 320-10-65 did not have a material effect on the Company’s results of operations, financial position, and cash flows.
	In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities ("SFAS No. 161"). SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and requires entities to provide enhanced qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair values and amounts of gains and losses on derivative contracts, and disclosures about credit-risk-related contingent features in derivative agreements. This statement applies to all entities and all derivative instruments. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the impact of SFAS No. 161 and does not expect this statement to have a material impact on its financial position and results of operations.
	In April 2009, the FASB issued ASC 825-10-65, formerly FASB Staff Position FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP 107-1”), which increases the frequency of fair value disclosures to a quarterly basis instead of an annual basis. The guidance relates to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet at fair value. This ASC is effective for interim and annual periods ending after June 15, 2009. The adoption of ASC 825-10-65 did not have a material effect on the Company’s results of operations, financial position, and cash flows.
	(p) Reclassifications
	Certain amounts reported in the prior periods have been reclassified to conform to the current period’s presentation.

F-9 10

~~CIGNUS~~SMARTLINX ~~VENTURES~~ INC. (Anformerly ~~Exploration~~Cignus ~~Stage~~Ventures ~~Company~~Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) December 31, 2009 (Unaudited)

~~NOTES~~4. TOCASH ~~CONSOLIDATED~~Cash ~~FINANCIAL~~consists ~~STATEMENTS~~ of:

MAY 31, 2009 (Unaudited) (Stated in U.S. Dollars)


		December 31,		March 31,
		2009		2009

Cash on hand	$	2,254	$	2,076
Cash at bank		43,062		3,593
Cash held in trust		1,000		-

	$	46,316	$	5,669

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
	(m) Recent accounting pronouncements (continued)
	In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets,” (FSP FAS 142-3). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets,” (SFAS No. 142) in order to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R) and other GAAP. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008. Management has determined that the adoption of FSP FAS 142-3 will not have an impact on its financial position and results of operations..
	In June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities,” (FSP EITF 03-6-1). FSP EITF 03-6-1 states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03- 6-1 is effective for fiscal years beginning after December 15, 2008. Management has determined that the adoption of FSP EITF 03-6-1 will not have an impact on its financial position and results of operations.
	(n) Reclassifications
	Certain amounts reported in the prior periods have been reclassified to conform to the current period’s presentation.
4.	OFFICE EQUIPMENT

Restricted Cash and cash equivalents

		May 31,			August 31,
		2009			2008
Computer equipment	$	1,613		$	1,613
Accumulated depreciation		(1,613	)		(1,569	)
Net book value	$	-		$	44

The Company does not have any cash and cash equivalents that are pledged with any authority or institution and are restricted for use. The Company currently has a deposit with an Indian bank for 500,000 ($10,663) Rupees with 8% interest, which matures on February 13, 2012.

In the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable and an estimate of future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss will be recognized5. ~~Management's~~ estimates of revenues, operating expenses, and operating capital are subject to certain risks and uncertainties which may affect the recoverability of the Company's investments in its assets. Although management has made its best estimate of these factors based on current conditions, it is possible that changes could occur which could adversely affect management's estimate of the net cash flow expected to be generated from its operations. EQUIPMENT

F-10


				Accumulated
		Cost		Amortization		Net

December 31, 2009
Computer equipment	$	16,631	$	5,362	$	11,269
Furniture and fixtures		640		109		531

	$	17,271	$	5,471	$	11,800

March 31, 2009
Computer equipment	$	11,805	$	3,532	$	8,273
Furniture and fixtures		575		59		516

	$	12,380	$	3,591	$	8,789

~~CIGNUS VENTURES INC. (An Exploration Stage Company)~~ F-11

SMARTLINX INC. (formerly Cignus Ventures Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) December 31, 2009 (Unaudited)

~~MAY~~6. ~~31,~~RELATED ~~2009 (Unaudited)~~PARTY ~~(Stated~~TRANSACTIONS inNettlinx ~~U.S.~~loan ~~Dollars)~~The Company has entered into transactions with Nettlinx as follows:

5.	MINERAL PROPERTY
			Nine Months		Nine Months
	On March 23, 2005, the Company, through its wholly owned subsidiary, CVI, entered into a purchase agreement to acquire an undivided 100% interest in three mineral claims (the “Moscena Claims”) located in the Alberni Mining Division on the west coast of Vancouver Island, British Columbia, Canada. The consideration was $5,000 cash (paid) on execution of the agreement.
			Ended		Ended
	Under mineral titles legislation, the Company is required to file assessment work to keep its claims in good standing, as follows:
			December 31,		December 31,
	i.	Minimum amount of exploration work on a claim or payment in the equivalent sum in lieu of work. The fee is $4 ($4 Cdn) per hectare each year for three years, then $7 ($8 Cdn) per hectare each year afterwards;
			2009		2008
	ii.	Annual minimum cost of compliance is $1,421 ($1,552 Cdn) per year.
	Sales to Nettlinx	$	13,815	$	9,979
	The Company did not renew its three mineral claims which were effective until August 13, November 22 and 24, 2008. The Company is in the process of reorganizing the Company’s business and is seeking and evaluating alternative business opportunities.
	Unsecured loan from Nettlinx	$	88,954	$	123,134
6.	RELATED PARTY TRANSACTIONS
	Accounts payable and accrued liabilities
	At May 31, 2009 and August 31, 2008 included in accounts payable and accrued liabilities –related party is $6,748 and $6,828 owed to an officer and director of the Company. Amounts due to and from officers and directors are unsecured, non-interest bearing and due on demand.
	Loans payable
	During the year ended August 31, 2007, two non-interest bearing loans were granted from a stockholder totaling $13,500. The loans are unsecured and due on demand. On December 31, 2007, the Company agreed to begin paying interest on these loans at 10% per annum. During the year ended August 31, 2008, several additional loans were granted from the same stockholder totaling $18,000. During the nine months ended May 31, 2009, several additional loans were granted from the same stockholder totaling $21,150. The loans are unsecured, bear interest at 10% per annum and are due on demand. Interest expense included in the statement of operations for the nine months ended May 31, 2009 and 2008 totaled $2,924 and $1,329, respectively. Interest expense included in the statement of operations for the three months ended May 31, 2009 and 2008 totaled $1,172 and $761, respectively.

FThe Unsecured loan from Nettlinx is a line of credit up to INR 10,000,000 (USD $213,249). The loan bore an interest rate of 6% per annum and was payable at the November 18, 2009. During the quarter ended December 31, 2009, the loan was extended and is payable on or before November 18, 2010. The amount outstanding as of December 31, 2009 was INR 4,171,353 (USD $88,953). Nettlinx waived the required payment of interest for the periods presented. The Company has accounted for the interest expense as a shareholder contribution and is included in additional paid-11in capital as of December 31, 2009 and March 31, 2009.

~~CIGNUS~~The ~~VENTURES~~Company ~~INC.~~has reviewed its related ~~(An~~ party ~~Exploration~~transactions ~~Stage~~and ~~Company)~~balances and has concluded that these transactions are measured at the exchange amounts and under normal commercial terms and that the transactions would have been the same had the parties been non-related.

~~NOTES~~Accounts TOpayable ~~CONSOLIDATED~~and ~~FINANCIAL~~accrued ~~STATEMENTS~~ liabilities

~~MAY~~At December 31, 2009 , included in accounts ~~(Unaudited)~~payable and accrued liabilities –related party is $6,812 owed to a former ~~(Stated~~ officer inand Udirector of the Company.S. ~~Dollars)~~Amounts due to and from officers and directors are unsecured, non-interest bearing and due on demand.

7.Loans COMMON STOCK The Company’s articles of incorporation allow it to issue up to 100,000,000 shares of common stock, par value $0.001 and 100,000,000 shares of preferred stock, par value $0.001. On March 21, 2005, the Company issued 10,000,000 shares of its common stock at $0.001 per share in a private placement transaction. On May 31, 2005, the Company issued 6,000,000 shares of its common stock at $0.02 per share in a private placement transaction. 8. SEGMENT INFORMATION The Company’s operations are conducted in one reportable segment being the acquisition of exploration and development stage natural resource properties in Canada. All of the Company’s office equipment is located in Canada. 9. SUBSEQUENT EVENT On July 10, 2009, the Company entered into an interim agreement (the “Interim Agreement”) dated for reference June 29, 2009 with Smartlinx VOIP Networks Private Limited (“Smartlinx”), a privately held Indian corporation, engaged in the business of providing Voice-Over Internet Protocol (“VOIP”) services and live on-line tutoring services through its “Live Tutor” website. Under the terms of the Interim Agreement, the Company has agreed to acquire all of the issued and outstanding shares of Smartlinx. In consideration of the acquisition of Smartlinx, the Company’s principal stockholder will transfer all of his shares, being 10,000,000 shares (27,000,000 post-split shares) of the Company’s common stock to the principal stockholders of Smartlinx. The Company has also agreed to complete a 2.7-for-1 forward split of its common stock, subject to regulatory approval. The closing of the acquisition is subject to a number of conditions, including, among other conditions: (i) delivery of all financial statements of Smartlinx required under applicable securities rules; and (ii) satisfactorily completing the due diligence review of Smartlinx. Under the terms of the Interim Agreement, the parties are required to enter into a formal agreement no later than August 15, 2009.payable

FDuring the year ended August 31, 2007, two non-12interest bearing loans were granted from a stockholder totaling $13,500. The loans are unsecured and due on demand. On December 31, 2007, the Company agreed to begin paying interest on these loans at 10% per annum. During the year ended August 31, 2008, several additional loans were granted from the same stockholder totaling $18,000. During the year ended August 31, 2009, several additional loans were granted from the same stockholder totaling $22,550. During the period ended December 31, 2009, an additional loan was granted from the same stockholder totaling $200. The loans are unsecured, bear interest at 10% per annum and are due on demand. Interest accrued to date totals $8,261. Interest expense included in the statement of operations from October 7, 2009 to December 31, 2009 totaled $1,231.

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~F-12

~~Cautionary~~SMARTLINX ~~Statement~~INC. ~~Regarding~~(formerly ~~Forward-Looking~~Cignus ~~Statements~~ Ventures Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) December 31, 2009 (Unaudited)

Certain statements contained in this Quarterly Report constitute "forward-looking statements". These statements, identified by words such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under “Part II – Item 1A. Risk Factors,” and elsewhere in this Quarterly Report. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.

7.	COMMON STOCK

	The Company’s articles of incorporation allow it to issue up to 270,000,000 shares of common stock, par value $0.001 and 100,000,000 shares of preferred stock, par value $0.001. Effective October 13, 2009, the Company effected a stock split of its common stock by issuing 2.7 new shares for every one old share. Except as otherwise stated to the contrary in these financial statements, all references to shares and prices per share have been adjusted to give retroactive effect to the stock split.

	On August 21, 2006, the Company issued 49,950,000 shares of common stock for total proceeds of INR 100,000 (USD $2,223).

	On October 7, 2009 the Company acquired all the issued and outstanding stock of Smartlinx VoIP, which was accounted for as a recapitalization of the Company (Note 1) in exchange for 8,775,000 shares of common stock and warrants to acquire 11,475,000 shares of the Company’s common stock at an exercise price of $0.0074 per share for a period of two years from the date of issuance. The issued number of shares of common stock is that of the Company with adjustments made for differences in par value between the Company and Smartlinx VoIP.

	On November 24, 2009 the Company issued 360,000 units at a price of $0.555556 per unit, for total proceeds of $200,000 in a private placement transaction. Each unit consists of one share of the Company’s common stock and one share purchase warrant. Each share purchase warrant entitled the holder to purchase one additional share of the Company’s common stock at a price of $0.60 per share for a period of two years from the date of closing

8.	WARRANTS

OVERVIEW


			Weighted Average
	Number		Exercise Price

Warrants outstanding, March 31, 2009	-	$	-
Granted	18,585,000		0.02
Exercised	-		-
Expired	-		-
Warrants outstanding, December 31, 2009	18,585,000	$	0.02

WeA ~~were~~summary ~~incorporated~~of onwarrants ~~March~~outstanding ~~10,~~at December ~~2005~~31, ~~under~~2009 ~~the~~is ~~laws~~as ~~of the State of Nevada.~~follows:

We currently have no business operations or significant assets. On July 10, 2009, we entered into an interim agreement (the “Interim Agreement”) dated for reference June 29, 2009 with Smartlinx VOIP Networks Private Limited (“Smartlinx”), a corporation incorporated under the laws of India and engaged in the business of providing Voice-Over Internet Protocol (“VOIP”) services and live on-line tutoring services through its “Live Tutor” website. Smartlinx’s business operations for its VOIP services and Live Tutor services are located in India. It has also filed a trade mark application for the brand name “Live Tutor” with the Trade Marks Registry of India.


Date	Issued	Outstanding	Exercise Price	Expiry Date

September 30, 2009	6,750,000	6,750,000	$ 0.0074	September 29, 2011
October 7, 2009	11,475,000	11,475,000	$ 0.0074	October 6, 2011
November 24, 2009	360,000	360,000	$ 0.6000	November 23, 2011

Under the terms of the Interim Agreement, we have agreed to acquire all of the issued and outstanding shares of Smartlinx. In consideration of our acquisition of Smartlinx, our principal stockholder will transfer all of his shares, being 10,000,000 shares (27,000,000 postF-~~split shares) of our common stock to the principal stockholders of Smartlinx. We have also agreed to complete a 2.7 -for-1 forward split of our common stock, subject to regulatory approval.~~ 13

~~The~~SMARTLINX ~~closing~~INC. of(formerly ~~the~~Cignus ~~acquisition~~Ventures ~~is subject to a number of conditions, including, among other conditions: (i~~Inc.) ~~delivery~~NOTES ofTO ~~all~~THE ~~financial statements~~CONSOLIDATED ofFINANCIAL ~~Smartlinx~~STATEMENTS ~~required under applicable securities rules; and~~ (~~ii) satisfactorily~~Expressed ~~completing~~in ~~our due diligence review of Smartlinx~~U.S. ~~Under~~Dollars) ~~the~~December ~~terms of the Interim Agreement~~31, ~~the parties are required to enter into a formal agreement no later than August 15,~~ 2009. ~~There is no assurance that we will enter into a formal agreement or that the proposed transaction will be completed as planned or at all.~~ (Unaudited)

PLAN OF OPERATION

9.	SEGMENT INFORMATION

	The Company’s operations will be conducted in one reportable segment being the business of providing technical support and back office services for Voice Over Internet Protocol (“VOIP”) and on-line tutoring services in India.

10.	COMMITMENTS

	On January 27, 2009, Smartlinx VoIP entered into an agreement with Bharat Sanchar Nigam Limited (“BSNL”), a broadband service provider in India, to provide broadband access to prospective customers and to assist Smartlinx VoIP in marketing Live Tutor to existing customers of BSNL. Live Tutor delivers individualized and group based supplemental education to students using a video based system through a Live Tutor Virtual Learning Environment. In consideration of BSNL providing access to their customers, BSNL is entitled to:

	(a)	40% of our gross revenue from providing tutoring services to students in India; and

	(b)	20% of our gross revenue from providing tutoring services to overseas students.

	The term of the agreement is for three years. BSNL may terminate the agreement if Smartlinx VoIP does not satisfy the following roll out obligations: (i) a minimum of 50,000 customers with minimum gross revenue payable to BSNL of INR 12,000,000 (USD $255,898) by January 27, 2010; and (ii) a minimum of 200,000 customers with minimum gross revenue payable to BSNL of INR 60,000,000 (USD $1,279,492) by January 27, 2011. The agreement has been amended whereby BSNL agreed to amend the roll out obligations of Live Tutor. Under the amended agreement, Smartlinx VoIP is required to have a minimum of 500 customers by March 31, 2010 and is not required to have minimum gross revenues. The parties also agreed to review the terms of the roll out provisions subsequent to March 31, 2010.

	On November 25, 2009, Smartlinx VoIP entered into an agreement for the pilot implementation of live tutor virtual learning environment (the “Pilot Implementation Agreement”) with the Polsani Group, a business group based in India that, among other things, provides services in the education industry. Under the terms of the Pilot Implementation Agreement, Smartlinx has agreed to provide the Polsani Group with its Live Tutor Virtual Learning Environment, including its Live Tutor Management System and Live Tutor Connect, at each of the Polsani Group’s educational institutions in Hyderabad, Karimnagar and Lingapur, India. In consideration of providing these services, the Polsani Group has agreed to:

	(a)	pay INR 75,000 (USD $1,599), for three years of the Live Tutor Virtual Learning Environment, by June 1, 2010; and

	(b)	pay INR 10 (USD $0.21) per hour of Live Tutor Connect.

Our plan is to complete the proposed acquisition of Smartlinx. Under the Interim Agreement, we are required to enter into a formal agreement by August 15, 2009. There is no assurance that we will be able to complete the proposed acquisition of Smartlinx as planned or if at all. As a result, we are unable to provide an estimate of our exact financial needs for the next twelve months. However, as at May 31, 2009, we had cash on hand of $208 and a working capital deficit of $144,190. As such, we will require substantial additional financing in the near future in order to meet our current obligations and to continue our operations. In the event that we are successful in acquiring Smartlinx, of which there is no assurance, we will need to obtain additional financing. F-14

3SMARTLINX INC. (formerly Cignus Ventures Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) December 31, 2009 (Unaudited)

~~RESULTS~~11. OFSUPPLEMENTAL ~~OPERATIONS~~DISCLOSURE WITH RESPECT TO CASH FLOWS

Three Months and Nine Months Summary


		Nine		Nine
		Months		Months
		Ended		Ended
		December 31,		December 31,
		2009		2008

Cash paid for:
Interest	$	-	$	5
Income taxes	$	-	$	-

		Three Months Ended							Nine Months Ended
							Percentage							Percentage
		May 31,			May 31,		Increase /		May 31,			May 31,		Increase /
		2009			2008		(Decrease)		2009			2008		(Decrease)
Revenue	$	-		$	-		n/a	$	-		$	-		n/a
Expenses		(12,558	)		(8,994	)	39.6%		(29,805	)		(39,127	)	(23.8)%
Net Loss	$	(12,558	)	$	(8,994	)	39.6%	$	(29,805	)	$	(39,127	)	(23.8)%

Non-cash Transactions

~~Revenue~~Investing and financing activities that do not have an impact on current cash flows are excluded from the statement of cash flows.

WeDuring ~~have~~the ~~not~~nine ~~earned~~months ~~any~~ended ~~revenue~~December 31, ~~since~~2009 ~~inception~~ and do2008, ~~not anticipate earning revenues in~~ the ~~near~~Company ~~future.~~accrued Weinterest ~~are~~expense ~~presently in the exploration stage~~ of ~~our~~7,828 ~~business~~ and ~~are~~5,695, respectively, ~~presently~~on ~~seeking~~the toNettlinx ~~complete~~loan ~~the acquisition~~as ofadditional ~~Smartlinx.~~paid in capital.

~~Operating~~There ~~Expenses~~were no other significant non-cash transactions for the periods ended December 31, 2009 and 2008.

~~Our~~12. ~~operating~~SUBSEQUENT ~~expenses~~EVENT ~~for~~There ~~the~~were ~~three~~no ~~and~~subsequent ~~nine~~events ~~months~~as ~~ended~~of ~~May 31~~February 19, ~~2009 and 2008 are outlined in the table below:~~ 2010.

		Three Months Ended					Nine Months Ended
					Percentage					Percentage
		May 31,		May 31,	Increase /		May 31,		May 31,	Increase /
		2009		2008	(Decrease)		2009		2008	(Decrease)
Amortization	$	-	$	135	(100)%	$	44	$	402	(89.1)%
Interest - loans		1,172		761	54.0%		2,924		1,329	120.0%
Mineral property		-		-	n/a		-		1,752	(100)%
exploration costs
Office and Sundry		3,415		1,171	191.6%		2,139		3,978	(46.2)%
Professional Fees		6,191		6,266	(1.2)%		20,842		29,262	(28.8)%
Transfer and		1,780		661	169.3%		3,856		2,404	60.4%
Filing Fees
Total Expenses	$	12,558	$	8,994	39.6%	$	29,805	$	39,127	(23.8)%

F-15

~~The~~ITEM ~~increase~~2. inMANAGEMENT'S ~~our~~DISCUSSION ~~expenses~~AND ~~during~~ANALYSIS ~~the~~OF ~~three~~FINANCIAL ~~months~~CONDITION ~~ended~~AND ~~May 31,~~RESULTS ~~2009~~OF ~~compared to our three months ended May 31, 2008 was primarily a result of an increase in interest expense, office and sundry expense and transfer and filing fees~~OPERATIONS.

~~Professional~~Cautionary ~~fees~~Statement ~~consist~~Regarding ~~of legal and accounting fees in~~Forward-Looking ~~connection with meeting our ongoing reporting requirements under the Exchange Act.~~ Statements

4Certain statements contained in this Quarterly Report constitute "forward-looking statements". These statements, identified by words such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under “Part II – Item 1A. Risk Factors,” and elsewhere in this Quarterly Report. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.

~~LIQUIDITY AND CAPITAL RESOURCES~~ OVERVIEW

Working Capital
							Percentage
		At May 31, 2009			At August 31, 2008		Increase / (Decrease)
Current Assets	$	208		$	209		(0.5)%
Current Liabilities		(144,398	)		(114,638	)	26.0%
Working Capital (Deficit)	$	(144,190	)	$	(114,429	)	26.0%

We were incorporated on March 10, 2005, under the laws of the State of Nevada under the name “Cignus Ventures Inc.” On October 13, 2009, we changed our name from “Cignus Ventures Inc.” to “Smartlinx Inc.” (the “Name Change”). Concurrent with the Name Change, we completed a 2.7 -for-1 forward spit of our common stock. Upon completion of the stock split, our authorized capital increased from 100,000,000 shares of common stock, par value $0.001 per share, to 270,000,000 shares of common stock, par value of $0.001 per share.

Cash Flows
		Nine Months Ended			Nine Months Ended
		May 31, 2009			May 31, 2008
Cash Flows Used In Operating Activities	$	(21,151	)	$	(17,849	)
Cash Flows Provided By Financing Activities		21,150			17,500
Cash Flows Used In Investing Activities		-			-
Net Increase (Decrease) In Cash During Period	$	(1	)	$	(349	)

On October 7, 2009, we completed the acquisition of Smartlinx VoIP Networks Private Limited (“Smarlinx VoIP”) under the terms of a share purchase agreement dated August 20, 2009 (the “Share Purchase Agreement”) among Smartlinx VoIP, the Company, Smartlinx Acquisition Corp, our former wholly owned subsidiary, David K. Ryan, our sole executive officer, director and majority shareholder at the time of entering into the Share Purchase Agreement, and Citiglobal Ltd. (“Citiglobal”). Under the terms of the Share Purchase Agreement, Citiglobal transferred us all of its right, title and interest in Smartlinx in consideration of: (i) 3,250,000 pre-split (8,775,000 post-split) shares of our common stock; and (i) warrants to acquire 4,250,000 (11,475,000 post-split) pre-split shares of our common stock at an exercise price of $0.02 per pre-split ($0.0074 per post split) share until October 6, 2011.

WeConcurrently, ~~had~~Citiglobal ~~cash~~purchased on10,000,000 ~~hand of $208 and a working capital deficit of~~pre-split ~~$144~~(27,~~190~~000,000 aspost-split) shares of ~~May~~our ~~31,~~common ~~2009~~stock ~~compared~~from toMr. aRyan ~~working~~for ~~capital~~aggregate proceeds ~~deficit~~ of $~~114~~10,~~429~~000. ~~as of~~In ~~August 31~~addition, ~~2008~~Mr. ~~Our~~Ryan ~~working~~resigned ~~capital~~as ~~deficit~~our ~~increased~~Chief ~~due to an increase in~~Executive ~~accounts~~Officer, ~~payable~~Chief ~~due~~Financial toOfficer, ~~our~~President, ~~lack~~Secretary, ofTreasurer ~~capital to meet our ongoing expenditures~~ and Director. ~~the~~Following ~~fact~~Mr. ~~that~~Ryan’s ~~our~~Resignation, ~~sole~~Abraham ~~source~~Joy ofwas ~~financing~~appointed ~~came~~as inour ~~the~~Chief Executive ~~form~~Officer, ofChief ~~short~~Financial ~~term~~Officer, ~~loans totaling~~President, ~~$21~~Secretary,~~150~~ ~~from~~Treasurer ~~a shareholder~~and Director. ~~The~~We ~~loans~~also ~~are~~appointed ~~unsecured,~~Job ~~bear~~Thomas ~~interest~~and atSunder ~~a rate~~Raj ofto ~~10%~~our ~~and~~Board ~~are due on demand~~of Directors.

~~Financing~~As ~~Requirements~~a result of our acquisition of Smartlinx VoIP, we are engaged as a start-up company that provides: (a) live video based tutoring services that utilizes a video enabled model and our “Live Tutor” website (“Live Tutor”); and (b) technical support and back office services for Voice-Over Internet Protocol (“VoIP”) telephony services.

~~Our~~Live current operating funds are not sufficient to meet our current obligations. Therefore, we will need to obtain additional financing in order to continue our operations. We also require additional financing to sustain our business operations if we are not successful in earning revenues. On December 23, 2008, our Board of Directors approved a private placement offering of up to 2,500,000 units (the “Units”) at a price of $0.02 per Unit. Each Unit consists of one share of our common stock and one share purchase warrant. Each Warrant shall entitle the holder to purchase one share of our common stock at a price of $0.02 per share for a two year period from the date of issue. The offering will be made to persons who are not “U.S. Persons” as defined in Regulation S. There is no assurance that the offering will be completed on the above terms or at all. Tutor

~~From~~Live ~~inception~~Tutor ondelivers ~~March~~individualized ~~10,~~and ~~2005~~group tobased ~~May 31, 2009, we have used~~supplemental ~~our~~education ~~common stock~~ to ~~raise~~students ~~money~~using ~~for~~a ~~corporate~~video ~~expenses~~based ~~and~~system tothrough ~~repay outstanding indebtedness. Since~~ our ~~inception,~~Live weTutor ~~have suffered aggregate losses in the~~Virtual ~~amount~~Learning ~~of $274,190 and net cash outflows from operations and are dependent upon obtaining financing to meet our current obligations~~Environment. WeThrough ~~expect~~this tofee ~~continue~~based ~~to incur substantial losses until we complete the development of our business. For these reasons~~service, ~~our auditors stated in their report to our audited financial statements for the year ended August 31, 2008 that they have substantial doubt that~~ we ~~will~~are be able to ~~continue as a going concern. We anticipate continuing to~~deliver ~~rely~~tutoring onand ~~equity~~instruction ~~sales of our common shares~~ in ~~order~~real ~~to continue to fund our business operations~~time. ~~Issuances~~Our ofinitial ~~additional~~focus ~~shares~~is ~~will result in dilution~~ to ~~our~~ ~~existing~~develop ~~shareholders. There is no assurance that we will achieve any~~and ~~additional~~implement ~~sales~~Live ofTutor ~~our~~in ~~equity securities or arrange for debt or other financing~~India.

~~OFF-BALANCE SHEET ARRANGEMENTS~~3

~~None~~We currently provide Live Tutor services through our Live Tutor website. Our on-line tutoring services provide students with real-time, live video based content delivered on Personal Computers or video enabled IP-phones. As our Live Tutor services provide live on-line tutoring, a student will need to have broadband access for our Live Tutor services.

5We are also in the process of developing our Live Tutor Virtual Learning Environment. Our Live Tutor Virtual Learning Environment is a virtual classroom service, equipped with audio and video infrastructure, being developed by us. Our Live Tutor Virtual Learning Environment service unitizes our Live Tutor Learning Management System (“Live Tutor LMS”) and Live Tutor Connect service. Live Tutor LMS is a learning management system that provides education institutions with the platform to develop their own learning programs, register students and teachers, manage schedules, maintain a learning calendar and store data. Live Tutor LMS is a customized and enhanced implementation of the MOODLE platform, an open source software for producing internet based courses and websites. Live Tutor Connect allows for hosting live interactive virtual classes, which allows instructors to interact with students through audio-video, chat, questions and answers, share presentations, documents and desktops screens online. Live Tutor Connect is a Windows based custom-built application software, tightly integrated to Live Tutor LMS and is designed to work even in low bandwidth conditions without having a need for expensive leased lines for Internet access.

~~CRITICAL~~Broadband ~~ACCOUNTING~~Services ~~POLICIES~~of BSNL

WeIn ~~have~~order ~~identified~~to ~~certain~~facilitate ~~accounting~~the ~~policies~~development of Live Tutor, ~~described~~we ~~below~~entered into an agreement dated January 27, ~~that~~2009 ~~are~~with ~~most~~Bharat ~~important~~Sanchar Nigam Limited (“BSNL”), a broadband service provider in India, to ~~the~~provide ~~portrayal~~broadband access to prospective customers and assist us in marketing Live Tutor to its existing customers. In consideration of BSNL providing us with access to their customers, BSNL is entitled to: (i) 40% of our ~~current~~gross ~~financial~~revenue from providing ~~condition~~tutoring services to students in India; and ~~results~~(ii) 20% of ~~operations~~our gross revenue from providing tutoring services to overseas students. The term of this agreement is for three years. BSNL may terminate the agreement if we do not satisfy the following roll out obligations: (i) a minimum of 50,000 customers with minimum gross revenue payable to BSNL of Rs. 12,000,000 by January 27, 2010; and (ii) a minimum of 200,000 customers with minimum gross revenue payable to BSNL of Rs. 60,000,000 by January 27, 2011.

~~Principles~~The agreement was amended whereby BSNL agreed to amend our roll out obligations of ~~Consolidation~~Live Tutor. As a result, we are now required to have a minimum of 500 customers by March 31, 2010 and are not required to have minimum gross revenues. The parties have also agreed to review the terms of the roll out provisions subsequent to March 31, 2010.

~~Our~~Pilot ~~consolidated~~Implementation ~~financial~~Agreement ~~statements~~with ~~include~~the ~~our accounts and~~Polsani ~~our wholly-owned subsidiary, CVI Exploration Ltd., a British Columbia corporation. All significant inter-company balances and transactions have been eliminated on consolidation.~~ Group

~~Use~~On November 25, 2009, we entered into an agreement for the pilot implementation of ~~Estimates~~Live Tutor Virtual Learning Environment (the “Pilot Implementation Agreement”) with the Polsani Group, a business group based in India that, among other things, provides services in the education industry. Under the terms of the Pilot Implementation Agreement, we have agreed to provide the Polsani Group with its Live Tutor Virtual Learning Environment, including its Live Tutor LMS and Live Tutor Connect, at each of the Polsani Group’s educational institutions in Hyderabad, Karimnagar and Lingapur, India. In consideration of providing these services, the Polsani Group has agreed to pay us:

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

(a)	75,000 Rs. for three years of the Live Tutor Virtual Learning Environment, by June 1, 2010; and

(b)	10 Rs. per hour of Live Tutor Connect.

~~Foreign~~The ~~Currency~~parties ~~Translation~~of the Pilot Implementation Agreement have also agreed to meet every 15 days to review the progress of the implementation of the Live Tutor Virtual Learning Environment. The term of the agreement will continue until it is terminated by either of the parties.

Our functional currency is the U.S. dollar. Accordingly, monetary assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date while non-monetary assets and liabilities are translated at historical rates. Revenue and expense items denominated in a foreign currency are translated at exchange rates prevailing when such items are recognized in the statement of operations. Exchange gains and losses arising on translation of foreign currency items are included in the statement of operations. 4

~~ITEM~~As 3.of ~~QUANTITATIVE~~the ~~AND~~date ~~QUALITATIVE~~of ~~DISCLOSURES~~this ~~ABOUT~~Quarterly ~~MARKET~~Report, ~~RISK~~we have commended our pilot Live Tutor Virtual Learning Environment in one of the Polsani Group’s schools.

~~Not~~VoIP ~~Applicable.~~Technical Support

~~ITEM~~We 4Tare also engaged in the business of providing technical support and back office services to small and medium sized businesses in India with respect to VoIP telephony services. ~~CONTROLS~~In ~~AND~~particular, ~~PROCEDURES~~we provide our customers with network monitoring services and IP telephony monitoring services through our SmartRMS service (“Smart RMS”).

~~Disclosure~~Network ~~Controls and Procedures~~ Monitoring

WeOur ~~carried~~SmartRMS ~~out~~remote anmonitoring ~~evaluation~~provides ~~of the effectiveness of~~ our ~~disclosure~~ ~~controls~~customers ~~and procedures (as defined in Exchange Act Rules 13a-15(e)~~with ~~and 15d~~real-~~15(e))~~time asmonitoring of ~~May~~their ~~31,~~servers ~~2009~~and ~~(the “Evaluation Date”)~~networks. ~~This~~With ~~evaluation was carried out under the supervision and with the participation of~~ our ~~Chief~~SmartRMS remote ~~Executive~~monitoring ~~Officer and Chief Financial Officer. Based upon that evaluation~~service, ~~our Chief~~we ~~Executive~~are ~~Officer~~able ~~and~~to ~~Chief~~assist ~~Financial Officer concluded that~~ our ~~disclosure~~ ~~controls~~customers ~~and procedures were not effective as of the Evaluation Date as a result of the material weaknesses~~ in ~~internal~~identifying ~~control over financial~~and ~~reporting~~addressing ~~discussed~~technical inissues ~~our~~prior ~~Annual~~to ~~Report~~them onbecoming ~~Form~~a 10work-Kstopping ~~for~~problem. ~~the year ended August~~Our ~~31,~~SmartRMS ~~2008~~network ~~(the~~monitoring ~~“2008~~services ~~Annual Report”).~~ include:

~~Disclosure~~Continuous ~~controls~~monitoring ~~and~~of ~~procedures~~critical ~~are~~devices ~~those~~like ~~controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded~~firewalls, ~~processed,~~ ~~summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include~~switches, ~~without~~routers ~~limitation, controls~~ and ~~procedures~~applications ~~designed~~deployed towithin ~~ensure~~a ~~that~~network information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosureperimeter.
6Proactive monitoring services to detect network, system and application level failures in time, which if unattended can seriously impact the bottom line of an organization. In the event of an outage, our customers are notified in real-time.
~~Notwithstanding~~Round the ~~assessment~~clock ~~that~~backing ~~our internal control over financial reporting was not effective~~ and ~~that~~telephonic ~~there~~support ~~were~~by ~~material weaknesses as identified in~~ our 2008 Annual Report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended May 31, 2009 fairly present our financial condition, results of operations and cash flows in all material respectstechnicians.

~~Changes~~IP inTelephony ~~Internal Control Over Financial Reporting~~ Monitoring

~~There~~Our ~~were~~SmartRMS noIP ~~changes~~telephony inmonitoring ~~our~~services ~~internal~~is ~~control~~a ~~over~~service ~~financial~~that ~~reporting~~remotely ~~during~~monitors ~~the~~and ~~quarter~~handles ~~ended~~voice, ~~May 31~~video, ~~2009~~data ~~that~~and ~~have~~multiple ~~materially~~applications ~~affected,~~over ora ~~that~~web ~~are~~based ~~reasonably~~interface. ~~likely~~We toprovide ~~materially affect,~~ our ~~internal~~customers ~~control~~with ~~over financial~~the ~~reporting.~~following IP telephony services:

7Evaluate the impact of IP telephony on our customers’ environment.
~~PART~~Assist IIcustomers -in ~~OTHER~~evaluating ~~INFORMATION~~the benefits and viability of an IP telephony system.
~~ITEM~~Implement 1.IP ~~LEGAL~~telephony ~~PROCEEDINGS~~systems, including designing detail project plans, phase implementation and integration with our customers’ existing infrastructure.
~~None~~Provide round-the clock IP telephony support to our customers.

~~ITEM~~As ~~1A.~~of ~~RISK~~December ~~FACTORS~~31, 2009, we have primarily provided support services to Nettlinx Limited, a provider of broadband VoIP services.

~~The~~PLAN ~~following~~OF are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation. OPERATION

We ~~may~~plan ~~not~~to belaunch ~~able~~Live Tutor as a value added service of BSNL, which will provide us with the brand image of BSNL and the use of its network. We plan to ~~continue~~initially ~~our~~target ~~business~~the asexisting asubscribers ~~going~~of BSNL in the southern ~~concern~~states of Andhra Pradish, Tamilmadu, Karnataka and Kerala. These states of India represent almost 50% of the existing subscriber base of BSNL.

WeSubject ~~have~~to ~~suffered~~our ~~recurring~~ability ~~losses~~to ~~and~~obtain ~~net~~additional ~~cash~~financing, ~~outflows~~we ~~since~~plan to launch our ~~inception~~Kindergarten ~~and~~to weGrade ~~expect~~12 toservice ~~continue~~during tothe ~~incur~~third ~~substantial~~quarter ~~losses~~of our fiscal year ending March 31, 2010. If successful, we plan to ~~complete~~implement our vocational education, higher education and value added services in the ~~development~~first quarter of our ~~business~~2011 fiscal year.

Our ability to continue as a going concern is dependent upon our ability to obtain alternative business opportunities and financing, restructure our debt, and reduce our costs. We have entered into an Interim Agreement to acquire Smartlinx VOIP Networks Private Limited (“Smartlinx”), a privately held Indian corporation engaged in the business of providing Voice-Over Internet Protocol (“VOIP”) services and live on-line tutoring services through its “Live Tutor” website. However, there are no assurances that the proposed transaction will be completed as planned or at all. In the event that we are successful in acquiring Smartlinx, of which there is no assurance, we will need to obtain additional financing in order to meet our ongoing operating costs.5

WeThe ~~have~~following ~~yet~~table tosets ~~earn~~out ~~revenues, and, because~~ our ~~ability~~anticipated ~~to sustain~~launch ~~new~~dates ~~operations is dependent on our ability to raise financing, our~~in ~~accountants~~the ~~have~~following ~~expressed~~states aof ~~substantial doubt about our ability to continue as a going concern~~India.

Since our inception, we have suffered recurring losses and net cash out flows from our activities. To date, we have funded our activities through issuances of our common stock, related party loans and the support of creditors. There are no assurances that we will be able to obtain financing sufficient to support our ongoing activities. As a result, Davidson & Company LLP, Chartered Accountants, our independent auditors, expressed a substantial doubt about our ability to continue as a going concern in our audited financial statements contained in our Annual Report on Form 10-K for the year ended August 31, 2008 filed with the SEC on January 14, 2009.

State	Year	Quarter
Andhra Pradesh	2010-11	First Quarter
Tamilnadu	2010-11	First Quarter
Karnataka	2010-11	First Quarter
Kerala	2010-11	First Quarter
International	2010-11	First Quarter
Maharashtra	2010-11	First Quarter
Gujarat	2010-11	First Quarter
Rajasthan	2010-11	Second Quarter
Madhya Pradesh	2010-11	Second Quarter
Haryana	2010-11	Second Quarter
Punjab	2010-11	Second Quarter
Delhi	2010-11	Second Quarter
Jammu & Kashmir	2010-11	Second Quarter
Himachal Pradesh	2010-11	Second Quarter
Uttaranchal	2010-11	Second Quarter
Uttar Pradesh	2010-11	Second Quarter
Orissa	2010-11	Third Quarter
Chhattishgarh	2010-11	Third Quarter
West Bengal	2010-11	Third Quarter
Bihar	2010-11	Third Quarter
Jharkhand	2010-11	Third Quarter
Sikkim	2010-11	Third Quarter
Assam	2010-11	Third Quarter
North East States	2010-11	Third Quarter

WeIn ~~may~~order ~~conduct~~to ~~further~~facilitate ~~offerings~~the expansion of our customer base, we plan to form relationships in each of the ~~future~~BSNL telecom’s district in ~~which~~order ~~case~~to ~~investors’~~promote ~~shareholdings~~our service and assist us in the registration and retention of customers. We anticipate that our promotional plan will beutilize ~~diluted~~the network and brand name of BSNL. We also anticipate that we will be relying on the BSNL customer care centers and BSNL officials for public relations and other media interactions.

~~Since~~Development ~~our inception, we have relied on equity sales~~ of our ~~common~~ ~~stock~~Live toTutor fund our operations. We may conduct additional equity offerings in the future to finance any future business projects that we decide to undertake. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, investors’ percentage interest in us will be diluted. The result of this could reduce the value of their stock. Services

~~Because~~In ~~our~~addition ~~stock~~to isthe aanticipated ~~penny~~launch ~~stock,~~of ~~stockholders~~Live ~~will~~Tutor bein the ~~more~~states ~~limited~~listed inabove, ~~their~~we ~~ability~~also toplan ~~sell~~on ~~their~~further ~~stock.~~developing our Live Tutor services as follows:

81. Upgrade Web Interface: We plan to develop Live Tutor’s web interface in order to meet various business processing requirements. We anticipate that this will assist students and teachers in a seamless delivery of content. 2. New Delivery System: Our current delivery system for our Live Tutor services is the video phone. However, we plan to develop a new delivery system that includes video, voice and whiteboard features called “Live Tutor Connect”. Live Tutor Connect is an application that allows for hosting live interactive virtual classes, which allows instructors to interact with students through audio- video, chat, questions and answers, share presentations, documents and desktops screens online. Live Tutor Connect is a Windows based custom-built application software, tightly integrated to Live Tutor Learning Management System and is designed to work even in low bandwidth conditions without having a need for expensive leased lines for Internet access. 3. Learning Management System: We plan on developing our Live Tutor Learning Management System (“LMS”) in order to manage the delivery of tutoring services to students. Live Tutor LMS

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.6

~~Because~~allows ~~our~~us ~~securities~~to ~~constitute~~create ~~"penny~~learning ~~stocks"~~programs, ~~within~~manage ~~the meaning~~schedules, ofmaintain ~~the~~a ~~rules,~~learning ~~the~~calendar ~~rules~~and ~~apply~~store todata. usIn ~~and~~addition, towe anticipate that our ~~securities.~~Live ~~The~~Tutor ~~rules~~LMS ~~may further~~will ~~affect~~integrate ~~the~~with ~~ability~~Live ofTutor ~~owners~~Connect ofunder ~~shares~~a single login for registered users to ~~sell~~access ~~our~~data, ~~securities~~attend inclasses, ~~any market~~manage ~~that~~content ~~might~~and ~~develop~~interact ~~for~~with ~~them~~peers. AsLive ~~long~~Tutor asLMS ~~the~~is ~~quotation~~customized ~~price~~and ofenhanced ~~our~~implementation ~~common stock~~of isthe ~~less~~open ~~than~~source $5MOODLE platform.00 ~~per~~MOODLE ~~share,~~is ~~the~~an ~~common~~open ~~stock~~source ~~will~~software befor ~~subject~~producing tointernet ~~Rule 15g-9~~based ~~under~~courses ~~the~~and ~~Exchange~~web ~~Act~~sites. ~~The~~4. ~~penny~~Research ~~stock~~& ~~rules~~Development: ~~require~~We aplan ~~broker-dealer, prior~~ to acontinue ~~transaction~~research inand adevelopment ~~penny~~in ~~stock,~~order to ~~deliver~~make aLive ~~standardized~~Tutor ~~risk disclosure~~compatible ~~document~~with ~~prepared~~current bytechnological ~~the~~trends ~~SEC~~and any future technology changes, ~~that~~including:

1.Devices ~~contains~~– aMobile ~~description~~handsets, ofhandheld ~~the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; 2. contains a description of the broker'~~PDA’s ~~or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws; 3. contains a brief~~, ~~clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price~~net books; 4. contains a toll-free telephone number for inquiries on disciplinary actions; 5. defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and 6. contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.
~~The~~Compatibility ~~broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer~~ with: ~~(a)~~new ~~bid~~operating ~~and~~systems ~~offer quotations~~on ~~for~~ personal ~~the~~computers ~~penny stock; (b) the compensation of the broker-dealer~~ and ~~its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or~~ other ~~comparable~~delivery ~~information relating to the depth and liquidity of the market for such stock~~devices; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.
~~ITEM~~Deliver 2.learning ~~SALES~~on OFlow ~~EQUITY~~cost ~~SECURITIES~~PC’s ~~AND~~and ~~USE~~thin ~~OF PROCEEDS.~~clients;
~~None.~~Operate on low bandwidths; and
~~ITEM~~Operate 3.on ~~DEFAULTS~~3G ~~UPON~~and ~~SENIOR~~other ~~SECURITIES~~wireless networks.

~~None.~~Cash Requirements Over The Next Twelve Months

9We anticipate that we will incur over the next twelve months the following expenses:

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

Category	Planned Expenditures Over the Next Twelve Months
Capital Expenditure	$700,000
Research and Development	$300,000
Product Launch Expense	$250,000
General and Administrative⁽¹⁾	$870,000
TOTAL	$2,120,000

~~None.~~Note: (1) Includes legal and accounting expenses associated with our reporting requirements under the Securities Exchange Act of 1934.

~~ITEM~~Our 5cash on hand as of December 31, 2009 is $46,316. ~~OTHER~~As ~~INFORMATION~~such, we do not have sufficient cash to meet the anticipated costs of completing plan of operation or meeting our financial obligations over the next twelve months. Therefore, we will require additional financing. There is no assurance that we will be able to acquire such additional financing on terms that are acceptable to us, or at all.

OnRESULTS ~~July~~OF ~~10,~~OPERATIONS 2009, we entered into an interim agreement (the “Interim Agreement”) dated for reference June 29, 2009 with Smartlinx VOIP Networks Private Limited (“Smartlinx”), a corporation incorporated under the laws of India and engaged in the business of providing Voice-Over Internet Protocol (“VOIP”) services and live on-line tutoring services through its “Live Tutor” website. Smartlinx’s business operations for its VOIP services and Live Tutor services are located in India. It has also filed a trade mark application for the brand name “Live Tutor” with the Trade Marks Registry of India.

Under ~~the~~generally ~~terms~~accepted ofaccounting principles, the ~~Interim~~acquisition of ~~Agreement,~~Smartlinx weVoIP ~~have~~has ~~agreed~~been ~~to acquire~~accounted ~~all~~for as a recapitalization of the ~~issued~~ Company and ~~outstanding~~Smartlinx ~~shares~~VoIP ofhas ~~Smartlinx.~~been Intreated ~~consideration~~as the acquiring entity for accounting and offinancial ~~our~~reporting ~~acquisition~~purposes. ofAs ~~Smartlinx~~such, our ~~principal~~consolidated ~~stockholder~~financial ~~will~~statements ~~transfer~~are presented ~~all~~as a continuation of the operations of Smartlinx VoIP and not the ~~his~~Company. ~~shares,~~The ~~being~~financial ~~10,000,000~~information ~~shares~~provided ~~(27,000,000~~below ~~post-split~~for ~~shares)~~the ofthree ~~our~~and ~~common~~nine months ~~stock~~ended toDecember ~~the~~31, ~~principal~~2008 ~~stockholders~~represent the operations of Smartlinx VoIP. WeThe operations ~~have~~of ~~also~~the ~~agreed~~Company ~~to complete~~are aincluded ~~2.7~~from ~~-for-1~~the ~~forward~~effective ~~split~~date of ~~its~~the acquisition, ~~common~~October ~~stock~~7, ~~subject to regulatory approval~~2009.

The closing of the acquisition is subject to a number of conditions, including, among other conditions: (i) delivery of all financial statements of Smartlinx required under applicable securities rules; and (ii) satisfactorily completing our due diligence review of Smartlinx. Under the terms of the Interim Agreement, the parties are required to enter into a formal agreement no later than August 15, 2009. There is no assurance that the proposed transaction will be completed as planned or at all. 7

~~ITEM~~Three 6.and ~~EXHIBITS.~~Nine Months Summary

Exhibit
		Three Months Ended							Nine Months Ended
Number	Description of Exhibit
		December 31					Percentage		December 31					Percentage
3.1	Articles of Incorporation.(1)
							Increase /							Increase /
3.2	Bylaws, as amended.(1)
		2009			2008		(Decrease)		2009			2008		(Decrease)
4.1	Form of Share Certificate.(1)
Revenue	$	6,517		$	5,157		26.4%	$	18,355		$	11,133		64.9%
10.1	Purchase Agreement dated March 23, 2005 between Larry Sostad and CVI Exploration Ltd.(1)
Expenses		(114,052	)		(12,500	)	812.4%		(161,506	)		(39,380	)	310.1%
10.2	Interim Agreement dated for reference June 29, 2009 between the Company and Smartlinx VOIP Networks Private Limited.
Interest Expense		(3,919	)		(1,946	)	101.4%		(9,059	)		(5,837	)	55.2%
14.1	Code of Ethics.(2)
Net Loss	$	(111,454	)	$	(9,289	)	1,099.8%	$	(152,210	)	$	(34,084	)	346.6%
21.1	List of Subsidiaries.(3)
31.1	Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~Notes:~~Revenues

(1)	Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 originally filed on November 25, 2005, as amended.
(2)	Filed with the SEC as an exhibit to our Quarterly Statement on Form 10-QSB filed on July 11, 2006.
(3)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on December 14, 2007.

During the nine months ended December 31, 2009, we earned revenues from our VoIP technical support services of $18,355 compared to $11,133 for the nine months ended December, 2008. There is no assurance that we will be able to generate similar revenues in the future or that it will earn significant revenues from our Live Tutor services.

10Operating Expenses

~~SIGNATURES~~Our operating expenses for the three and nine months ended December 31, 2009 and 2008 are outlined in the table below:

Pursuant to the requirements 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.

		Three Months Ended					Nine Months Ended
		December 31			Percentage		December 31			Percentage
					Increase /					Increase /
		2009		2008	(Decrease)		2009		2008	(Decrease)
Direct cost of customer equipment	$	1,190	$	-	n/a	$	4,124	$	-	n/a
Direct cost of telephone services		16,771		9,977	68.1%		32,141		33,147	(3.0)%
Amortization		608		399	52.4%		1,873		1,351	38.6%

Professional fees		78,639		916	8,485.0%		80,142		916	8,649.1%

Selling, general and administrative		16,844		1,208	1,294.4%		43,226		3,966	989.9%
Total	$	114,052	$	12,500	812.4%	$	161,506	$	39,380	310.1%

			CIGNUS VENTURES INC.
Date:	July 14, 2009	By:	/s/ David K. Ryan
			DAVID K. RYAN
			Chief Executive Officer, Chief Financial Officer
			President, Secretary and Treasurer
			(Principal Executive Officer
			and Principal Accounting Officer)

Our operating expenses were $114,052 for the quarter ended December 31, 2009 and $12,500 for the quarter ended December 31, 2008. The increase in operating expenses is primarily a result of an increase in direct cost of telephone services, professional fees and selling, general and administration expenses.

Our direct costs of the telephone services increased from $9,977, during the quarter ended December 31, 2008, to $16,771, during the quarter ended December 31, 2009. These expenses primarily consist of personnel costs in connection with providing VoIP technical support services.

Director cost of computer equipment consists of the original purchase price of equipment.

The significant increase in professional fees from $916, during the quarter ended December 31, 2008, to $78,639, during the quarter ended December 31, 2009, is a result of legal and accounting fees in connection with our acquisition of Smartlinx VoIP and meeting our ongoing reporting obligations under the Exchange Act.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital
							Percentage
		At December 31, 2009			At March 31, 2009		Increase / (Decrease)
Current Assets	$	53,929		$	8,300		549.7%
Current Liabilities		(296,034	)		(128,050	)	131.2%
Working Capital Deficit	$	(242,105	)	$	(119,750	)	102.2%

Cash Flows
		Nine Months Ended
		December 31, 2009			December 31, 2008
Net Cash Used in Operating Activities	$	(128,968	)	$	(33,697	)
Net Cash From Investing Activities		(3,396	)		(7,013	)
Net Cash Provided By Financing Activities		158,692			40,487
Effect of Exchange Rate on Cash		14,319			1,999
Net Increase (Decrease) in Cash During Period	$	40,647		$	1,776

As at December 31, 2009, we had cash on hand of $46,316. Our working capital deficit increased from $119,750, as at March 31, 2009, to $242,105, as at December, 2009. The increase in our working capital deficit is primarily due to our lack of capital to meet ongoing expenditures.

Under the terms of a loan agreement with Nettlinx Limited (“Nettlinx”), Nettlinx agreed to loan us 10,000,000 Rupees (approximately $200,000 USD) at a rate of 6% per annum. The loan from Nettlinx is unsecured and repayable by November 20, 2012 or such date that is mutually agreed. As of December 31, 2009, the outstanding balance on the unsecured loan from Nettlinx is $88,953.

During the nine months ended December 31, 2009, we also completed an equity financing of 360,000 post-split units for proceeds of $200,000. Each unit consists of one share and one warrant, with each warrant entitling the holder to purchase an additional share of common stock at a price of $0.60 per share until November 23, 2011.

Financing Requirements

As at December 31, 2009, we had cash in the amount of $46,316. Our current operating funds are not sufficient to meet our current obligations. Therefore, we will need to obtain additional financing in order to continue our operations. We also require additional financing to sustain our business operations if we are not successful in earning revenues. We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing for to fund our planned exploration activities.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations.

Use of Estimates

Foreign Currency Translation

Transactions in foreign currency are recorded at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are expressed in functional currency at the exchange rates in effect at the balance sheet date. Revenues, costs and expenses are recorded using exchange rates prevailing on the date of transaction. Gain or losses resulting from foreign currency transactions are included in the statement of operations.

Revenue Recognition

Operating revenues consists of telephony support services revenues and customer equipment (which enables the telephony services). The point in time at which revenues are recognized is determined in accordance with ASC 605-10 and 605-50 formerly Staff Accounting Bulletin No. 104, Revenue Recognition, and Emerging Issues Task Force Consensus No. 01-9, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products) (“EITF No. 01-9”). Revenues are recorded as follows:

Telephony support services revenue - We provide support services to Nettlinx that earns telephony service revenues. The support services is a fixed monthly fee and is recognized at the end of each month once the service has been provided and collection is reasonably estimated.

Customer equipment - Customer equipment consists of revenues from sales of equipment directly to customers, and is earned once the equipment has been delivered, and collection is reasonably estimated.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2009 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed in our Annual Report on Form 10-K for the year ended August 31, 2009 (the “2009 Annual Report”).

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and

communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in our 2009 Annual Report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended December 31, 2009 fairly present our financial condition, results of operations and cash flows in all material respects.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2009 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

None.

ITEM 1A.

RISK FACTORS.

The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

We have an operating deficit and have incurred losses since inception.

To date, our operations have not been profitable. We have not earned any significant revenues to date and there is no assurance that we will be able to do so in the near future. In addition there is no assurance that our ongoing expenditures will exceed our estimates over the next twelve months. We may never be able to achieve profitability.

In addition, we do not currently have the financial resources to complete our plan of operation over the next twelve months. Accordingly, we will need to obtain additional financing in order to meet our financial obligations over the next twelve months. However, there is no assurance that we will be able to obtain additional financing. If further financing is not available or obtainable, our ability to meet our financial obligations and pursue our plan of operations will be substantially limited and investors may lose a substantial portion or all of their investment.

We have limited operating history and as a result there are risks of a new business venture.

Smartlinx VoIP was formed on November 3, 2006 and, as such, it has a very short operating history upon which future performance may be assessed.

Potential investors should be aware of the difficulties normally encountered by a new enterprise and the high rate of failure of such enterprises. The potential for future success must be considered in light of the problems, expenses, difficulties complications and delays encountered in connection with the development of a business in the area in which we intend to operate and in connection with the formation and commencement of operations of a new business in general. These include, but are not limited to, unanticipated problems relating to research and development programs, marketing, approvals by government agencies, competition and additional costs and expenses that may exceed current estimates. There is no history upon which to base any assumption as to the likelihood that our business will prove to be successful, and there can be no assurance that we will generate any operating revenues or ever achieve profitable operations.

We are reliant on our agreement with BSNL to generate customers for Live Tutor. If BSNL terminates its agreement with us, our business may fail.

On January 27, 2009, we entered into an agreement with BSNL to provide Live Tutor to the customers of BSNL. Under the terms of the agreement, we are required to meet certain rollout obligations and to pay BSNL forty percent (40%) of our gross revenues for tutoring services providing to students in India and twenty percent (20%) of our gross revenues for tutoring services provided to overseas students. If we are unable to meet these obligations to BSNL, BSNL may terminate its agreement with us. Termination of the agreement may cause us to lose a substantial majority of our customer base and cause our business to fail.

Our VoIP Technical Support services are reliant on hiring and retaining qualified IT personnel. If we are unable to hire or retrain qualified IT personnel, our business may fail.

Our business is reliant on our ability to attract, train, retain and motivate qualified IT personnel. In the current marketplace, there is significant competition to retain qualified IT personnel. There is also a shortage of qualified personnel in this field and we compete with other companies the limited number of IT personnel. If we are unable to hire or retain qualified IT personnel, our business may fail.

Our promotion and marketing of our websites may not result in generation of significant revenue which may cause our business to fail.

We believe that successful marketing, development and promotion of our websites are crucial to our success in attracting business. If our marketing and promotion is not successful in developing strong public recognition of our websites, then we may not be able to earn significant revenues and our business may fail.

Unauthorized disclosure of sensitive or confidential client and customer data, whether through breach of our computer systems or otherwise, could expose us to protracted and costly litigation and cause us to lose clients which may result in our going out of business and for our stockholders to lose their investment.

We may be required to collect and store sensitive data in connection with our services, including names, addresses, social security numbers, credit card account numbers, checking and savings account numbers and payment history records, such as account closures and returned checks. If any person, including any of our employees, penetrates our network security or otherwise misappropriates sensitive data, we could be subject to liability for breaching contractual confidentiality provisions and/or privacy laws, which would devastate our business, and may result in stockholders losing their investment.

Competition in the tutoring industry and the VoIP technical support industry is intense and our competitors have greater financial resources and development capabilities than we have, and we may not have the resources necessary to successfully compete with them.

Our business plan involves providing online tutoring services and VoIP technical support. These business areas are highly competitive. There are numerous companies that provide online tutoring services and/or VoIP technical support that compete in this market, most of whom have greater financial resources and more expertise in this business than we do. Our ability to develop our business will depend on our ability to successfully market our services in this highly competitive environment. We cannot guarantee that we will be able to do so successfully.

Our products may become obsolete and unmarketable if we are unable to respond adequately to rapidly changing technology and customer demands.

Our products may quickly become obsolete and unmarketable. Our future success will depend on our ability to adapt to technological advances, anticipate customer demands, develop new products and enhance our current products on a timely and cost-effective basis. We may be unsuccessful in responding to technological developments and changing customer needs. In addition, our applications and services offerings may become obsolete due to the adoption of new technologies or standards.

We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, we may not be able to adapt new or enhanced services to emerging industry standards, and our new products may not be favorably received by our target market.

The loss of our executive officers or directors, could adversely affect our business.

Our success depends largely upon the efforts, abilities, and decision-making of our executive officers and directors. The loss of any of these individuals would have an adverse effect on our business prospects. We do not currently maintain "key-man" life insurance and there is no contract in place assuring the services our executive officers and directors for any length of time. In the event that we should lose our sole officer or our directors and we are unable to find suitable replacements, we may not be able to develop our business, in which case investors might lose all of their investment.

One stockholder owns a majority of our common stock and may act, or prevent certain types of corporate actions, to the detriment of other stockholders.

Citiglobal Ltd. owns 35,775,000 common shares and holds a warrant to acquire 11,475,000 shares at an exercise price of $0.0074 per share until October 6, 2011. Accordingly, Citiglobal beneficially owns approximately 67.0% of our issued and outstanding common stock. Accordingly, our majority shareholder may exercise significant influence over all matters requiring stockholder approval, including the election of a majority of the directors and the determination of significant corporate actions. This concentration could also have the effect of delaying or preventing a change in control that could otherwise be beneficial to our stockholders.

If we issue additional shares of common stock in the future this may result in dilution to our existing stockholders.

Our board of directors has the authority to issue additional shares of common stock up to the authorized capital stated in the articles of incorporation. Our board of directors may choose to issue some or all of such shares to provide additional financing in the future. The issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. It will also cause a reduction in the proportionate ownership and voting power of all other stockholders.

The trading price of our common stock may be volatile, with the result that an investor may not be able to sell any shares acquired at a price equal to or greater than the price paid by the investor.

Our common shares are quoted on the OTC Bulletin Board under the symbol "SMLK.” Companies quoted on the OTC Bulletin Board have traditionally experienced extreme price and volume fluctuations. In addition, our stock price may be adversely affected by factors that are unrelated or disproportionate to our operating performance. Market fluctuations, as well as general economic, political and market conditions such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our common stock. In addition, to date, there has been no trading volume for our shares on the OTC Bulletin Board. As a result of this potential volatility and potential lack of a trading market, an investor may not be able to sell any of our common stock that they acquire that a price equal or greater than the price paid by the investor.

Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.

Because our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the trading price of our common stock is less than $5.00 per share, the common stock will be subject to rule 15g-9 under the Securities Exchange Act of 1934 (the

“Exchange Act”). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

1.	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
2.	contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;
3.	contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
4.	contains a toll-free telephone number for inquiries on disciplinary actions;
5.	defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
6.	contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

Exhibit
Number	Description of Exhibit
2.1	Agreement and Plan of Merger dated September 14, 2009 between the Company (as parent surviving company) and Smartlinx Acquisition Corp. (as subsidiary merging entity).⁽⁶⁾

Exhibit
Number	Description of Exhibit
3.1	Articles of Incorporation.⁽¹⁾
3.2	Certificate of Merger.⁽⁶⁾
3.3	Articles of Merger between the Company (as surviving entity) and Smartlinx Acquisition Corp. (as merging entity), with surviving entity changing its name to “Smartlinx Inc.” ⁽⁶⁾
3.4	Bylaws, as amended.⁽¹⁾
4.1	Form of Share Certificate.⁽¹⁾
10.1	Interim Agreement dated June 29, 2009 between the Company and Smartlinx VOIP Networks Private Limited.⁽³⁾
10.2	Share Purchase Agreement dated August 20, 2009 among Smartlinx VOIP Networks Private Limited, the Company, Smartlinx Acquisition Corp., David K. Ryan and Citiglobal Ltd.⁽⁴⁾
10.3	Agreement for Provision of Video Tutor Services to Broadband Subscribers of BSNL dated January 27, 2009 between Smartlinx VOIP Networks Private Limited and the Broadband Subscribers of Bharat Sanchar Nigam Limited.⁽⁵⁾
10.4	Loan Agreement dated November 20, 2006 between Nettlinx Limited and Smartlinx VOIP Networks Private Limited.⁽⁵⁾
10.5	Employment Agreement dated June 1, 2009 between Smartlinx VOIP Networks Private Limited and Sunder Raj Nyayapathi.⁽⁵⁾
10.6	Employment Agreement dated October 5, 2006 between Smartlinx VOIP Networks Private Limited and Job Thomas Thekkekkara.⁽⁵⁾
10.7	Agreement for Pilot Implementation of Live Tutor Virtual Learning Environment dated November 25, 2009 between Smartlinx VOIP Networks Private Limited and Polsani Group.⁽⁷⁾
14.1	Code of Ethics.⁽²⁾
21.1	List of Subsidiaries.⁽⁸⁾
31.1	Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Audit Committee Charter.⁽⁸⁾

Notes:
	(1)	Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 originally filed on November 25, 2005, as amended.
	(2)	Previously filed as an exhibit to our Quarterly Report on Form 10-QSB filed with the SEC on July 11, 2006.
	(3)	Previously filed as an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on July 15, 2009.
	(4)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August 24, 2009.
	(5)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on October 13, 2009.
	(6)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on October 19, 2009.
	(7)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 2, 2009.
	(8)	Previously filed as an exhibit to our Annual Report on Form 10-K filed with the SEC on December 15, 2009.

SIGNATURES

Pursuant to the requirements 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.

			SMARTLINX INC.



Date:	February 22, 2010	By:	/s/ Abraham Joy
			ABRAHAM JOY
			Chief Executive Officer, Chief Financial Officer
			President, Secretary and Treasurer
			(Principal Executive Officer
			and Principal Accounting Officer)

Filing Compare · SMARTLINX INC.