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

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~For~~ ~~the fiscal year ended August 31, 2009~~

~~[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~ For the ~~transition~~fiscal ~~period~~year ~~from~~ended ~~_____to~~March ~~_____~~31, 2010

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

For the transition period from _____ to _____

COMMISSION FILE NUMBER 000-51714

SMARTLINX INC. (Exact name of registrant as specified in its charter)

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)
Registrant's telephone number, including area code	(201) 751-0602
Securities registered under Section 12(b) of the Act:	NONE.
Securities registered under Section 12(g) of the Act:	Common Stock, $0.001 Par Value Per Share.

Registrant's telephone number, including area code (201) 751-0602

Securities registered under Section 12(b) of the Act: NONE.

Securities registered under Section 12(g) of the Act: Common Stock, $0.001 Par Value Per Share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.
Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]

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.
Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on it’s corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (~~s229~~§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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 ]

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $120,000 as of ~~February~~September 2830, 2009, ~~based~~ based on a price of $0.02 per share, being the last price at which ~~the~~ the Registrant sold shares of its common stock prior to ~~that~~ that date.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of ~~December~~July 712, ~~2009~~2010, the Registrant had 59,085,000 ~~shares~~ shares of common stock outstanding.

~~SMARTLINX~~CAUTIONARY ~~INC.~~NOTE ~~ANNUAL REPORT~~ ON ~~FORM~~UNAUDITED ~~10-K~~FINANCIAL ~~FOR THE YEAR ENDED AUGUST 31, 2009 TABLE OF CONTENTS~~STATEMENTS

			PAGE
PART I			3
	ITEM 1.	BUSINESS	3
	ITEM 2.	PROPERTIES.	10
	ITEM 3.	LEGAL PROCEEDINGS	10
	ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	10
PART II			11
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	11
	ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	11
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	16
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	17
	ITEM 9AT.	CONTROLS AND PROCEDURES.	17
	ITEM 9B.	OTHER INFORMATION.	18
PART III			20
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	20
	ITEM 11.	EXECUTIVE COMPENSATION	21
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	22
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	24
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.	24
	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	25
SIGNATURE			26

The financial statements included in this Annual Report on Form 10-K for the year ended March 31, 2010 (the “Annual Report”) have not been audited or reviewed by the Company’s independent registered public accounting firm (the “Auditor”). As a result, this Annual Report is deficient.

Upon the Company receiving audited financial statements, the Company plans to file an amendment to this Annual Report incorporating the audited financial statements for the year ended March 31, 2010, the certification required by Section 906 of the Sarbanes Oxley Act of 2002 and any other amendments to this Annual Report necessitated by the audited financial statements.

SMARTLINX INC.

ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED MARCH 31, 2010

TABLE OF CONTENTS

			PAGE

PART I			4

	ITEM 1.	BUSINESS	4

	ITEM 1A.	RISK FACTORS	7

	ITEM 2.	PROPERTIES	10

	ITEM 3.	LEGAL PROCEEDINGS	10

PART II			11

	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	11

	ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	11

	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	17

	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	18

	ITEM 9AT.	CONTROLS AND PROCEDURES.	18

	ITEM 9B.	OTHER INFORMATION	19

PART III			20

	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	20

	ITEM 11.	EXECUTIVE COMPENSATION.	21

	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	22

	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	24

	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.	24

PART IV			25

	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	25

SIGNATURE			26

PART I

The information in this discussion contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "intend," "anticipate," "believe," "estimate,” "predict," "potential" or "continue,” the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks described below, and, from time to time, in other reports the Company files with the United States Securities and Exchange Commission (the “SEC”). These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.

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

ITEM 1. BUSINESS.

Overview

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.” To effect the name change, we merged with our wholly owned subsidiary and completed the merger with our subsidiary with and into the Company, with the Company continuing as the sole surviving corporation (the “~~Merger~~Name Change”). Concurrent with the ~~Merger~~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.

~~As Cignus Ventures Inc., we were engaged in the exploration and development of mineral properties.~~ On October 7, 2009, we completed the acquisition of Smartlinx VoIP Networks Private Limited (“~~Smarlinx~~Smartlinx VoIP”) ~~pursuant~~ tounder 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 VoIP in consideration of: (i) 3,250,000 pre-split (8,775,000 post-split) shares of our common stock; and (iii) 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.

Concurrently, Citiglobal purchased 10,000,000 pre-split (27,000,000 post-split) shares of our common stock from Mr. Ryan for aggregate proceeds of $10,000. ~~As a result, there was a change in control.~~ In addition, Mr. Ryan resigned as our Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director. Following Mr. Ryan’s Resignation, Abraham Joy was appointed as our Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director. We also appointed Job Thomas and Sunder Raj to our Board of Directors.

As a result of our acquisition of Smartlinx VoIP, we are ~~now~~ engaged as a start-up company that provides: (a) live ~~on-line~~video ~~tutoring~~based ~~services~~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~~ Internet Protocol (“VoIP”) telephony services.

Live Tutor

WeLive ~~are~~Tutor indelivers ~~the~~individualized ~~final~~and ~~stages~~group ofbased ~~our~~supplemental education ~~development~~to ~~and~~students ~~roll-out~~using of a video based system through our Live Tutor Virtual Learning Environment. Through this fee based service, ~~our~~we ~~live-online~~are able to deliver tutoring ~~service~~and instruction in real time. Our initial focus is to implement Live Tutor Services in India.

Live Tutor delivers individualized supplemental education to students using a video enabled telephone or Personal Computers and our Live Tutor website (http://bsnl.livetutor.in). Through this fee based service, we are able to deliver tutoring and instruction in real time. Our initial focus is to develop and implement Live Tutor in India.4

We ~~believe~~currently ~~that~~provide ~~the~~Live ~~accessibility~~Tutor ofservices ~~the~~through ~~internet~~our ~~and~~Live ~~its~~Tutor ~~real-time~~website. ~~qualities~~Our ~~make~~on-line ittutoring anservices ~~ideal~~provide ~~platform~~students ~~for~~with ~~tutoring primary~~real-time, ~~secondary~~live ~~and~~video ~~higher~~based ~~secondary~~content ~~students.~~delivered ~~Online~~on ~~learning~~Personal ~~encourages~~Computers. ~~students~~As toour ~~obtain educational~~Live ~~tutoring~~Tutor atservices provide ~~times~~live ~~that~~on-line ~~are~~tutoring, ~~convenient~~a ~~to the~~ student. ~~This~~will ~~allows the~~need ~~student~~ to ~~learn~~have ~~from~~broadband ~~their~~access ~~home~~for our ~~and~~Live ~~eliminates~~Tutor ~~transportation requirements~~services.

We are also in the process of developing our Live Tutor Virtual Learning Environment. Our Live Tutor ~~services~~Virtual ~~are~~Learning ~~supported~~Environment ~~through~~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 ~~website,~~service (“Live Tutor Connect”). Live Tutor LMS is a learning management system that provides education institutions with ~~real-time~~the platform to develop their own learning programs, ~~live~~register ~~video~~students ~~based~~and ~~content~~teachers, ~~delivered~~manage onschedules, ~~Personal~~maintain a ~~Computers~~learning orcalendar ~~video~~and ~~enabled~~store ~~IP-phones~~data. AsLive ~~our~~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 ~~services~~Connect ~~provide~~allows for hosting live oninteractive virtual classes, which allows instructors to interact with students through audio-~~line~~video, ~~tutoring~~chat, questions and answers, share presentations, documents and desktops screens online. Live Tutor Connect is a ~~student~~Windows ~~will~~based ~~need~~custom-built application software, tightly integrated to ~~have~~Live ~~broadband~~Tutor ~~access~~LMS and is designed to work even in low bandwidth conditions without having a need for ~~our~~expensive ~~Live~~leased ~~Tutor~~lines ~~services~~for Internet access.

WeBroadband ~~are~~Services ~~also in the process~~ of ~~developing our Live Tutor Virtual Learning Environment.~~BSNL

~~Broadband~~In order to facilitate the deployment of Live Tutor Services, we entered into an agreement dated January 27, 2009 with Bharat Sanchar Nigam Limited (“BSNL”), a broadband service provider in India, to provide 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 gross revenue from providing tutoring services to students in India; and (ii) 20% of 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.

InThe ~~order to facilitate the development of Live Tutor, we entered into an~~ agreement ~~dated~~was ~~January~~amended ~~27,~~whereby ~~2009 with Bharat Sanchar Nigam Limited (“~~BSNL~~”),~~ aagreed ~~broadband service provider in India,~~ to ~~provide~~amend ~~broadband~~our roll ~~access~~out toobligations ~~prospective~~of ~~customers and assist us in marketing~~ Live Tutor ~~to its existing customers~~. InAs ~~consideration~~a ofresult, ~~BSNL~~we ~~providing~~are usnow ~~with~~required ~~access~~ to ~~their~~have a ~~customers,~~minimum ~~BSNL is entitled to: (i) 40%~~ of ~~our~~500 ~~gross~~customers ~~revenue~~by ~~from~~March ~~providing tutoring~~31, ~~services~~2010 ~~to students in India;~~ and ~~(ii)~~are ~~20%~~not ofrequired ~~our~~to ~~gross~~have ~~revenue from~~minimum ~~providing~~gross ~~tutoring services to overseas students~~revenues. The ~~term~~parties ofhave ~~this~~also ~~agreement~~agreed ~~is for~~to ~~three~~review ~~years. BSNL may terminate~~ the ~~agreement~~terms ifof ~~we do not satisfy~~ the ~~following~~ roll out ~~obligations: (i) a minimum of 50,000 customers with minimum~~ ~~gross~~provisions ~~revenue~~subsequent ~~payable~~ to ~~BSNL~~March ~~of Rs. 12~~31,~~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.~~

~~Courses,~~Pilot ~~Tutors~~Implementation ~~and~~Agreement ~~Fees~~with the Polsani Group

~~Our~~On ~~Live~~November ~~Tutor~~25, ~~services~~2009, ~~can~~we beentered ~~accessed~~into ~~once~~an aagreement ~~student~~for the ~~registers~~pilot onimplementation ~~our~~of Live Tutor ~~website.~~Virtual ~~Once~~Learning ~~registered,~~Environment (the ~~student will have~~“Pilot ~~access~~Implementation toAgreement”) ~~our~~with ~~online~~the ~~tutoring~~Polsani ~~services~~Group, ~~and~~a tobusiness ~~our~~group ~~tutors. The focus of our tutoring services will be broad~~ based ~~on major curricula~~ in ~~India, including~~ ~~State Secondary Certificate (“SSC”), Central Board of Secondary Education (“CBSE”),~~ India ~~Certificate of Secondary Examination (“ICSE”)~~that, ~~IB,~~among ~~and~~other ~~popular International format~~things, ~~and~~provides ~~subjects~~services ~~ranging~~in ~~from~~the ~~English,~~education ~~Languages, Math,~~industry. ~~Science~~Under ~~and~~the ~~Social~~terms ~~Studies.~~of ~~Since~~ the ~~tutoring~~Pilot ~~sessions~~Implementation ~~are video based and delivered in real-time~~Agreement, ~~course~~we ~~materials~~have ~~would~~agreed ~~be tailored~~ to ~~each student’s~~provide ~~individual~~the ~~and~~Polsani ~~special~~Group ~~needs.~~with Asits aLive ~~result,~~Tutor ~~each~~Virtual ~~tutor~~Learning ~~would not need to initially prepare their own course materials. However~~Environment, ~~we plan to provide tutors~~including ~~with~~its ~~authoring~~Live ~~tools~~Tutor toLMS ~~record~~and ~~their~~Live ~~video~~Tutor ~~based~~Connect, ~~content~~at ~~for~~each of the ~~course~~Polsani ~~they~~Group’s ~~would~~educational ~~teach.~~institutions Wein ~~plan~~Hyderabad, toKarimnagar ~~partner~~and ~~with~~Lingapur, ~~providers~~India. ~~of standardized course materials~~In asconsideration ~~part~~ of ~~our~~providing ~~business~~these ~~plan. However~~services, ~~there~~the isPolsani noGroup ~~assurance~~has ~~that~~agreed weto ~~will be~~pay ~~able~~us: ~~to partner with any providers of standardized course materials.~~

We ensure that tutors have scholastic ability, teaching experience, aptitude, and have the requisite knowledge in English, Math, Science, Social Studies and other subjects in which they plan to teach. The tutors must also demonstrate to us their ability to explain concepts in these subject areas to students of a variety of ages. In addition, each tutor is required to be currently enrolled or graduated from a College or University in India.

(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.

InThe ~~order~~parties ~~for~~of athe ~~student~~Pilot toImplementation ~~use~~Agreement ~~Live~~have ~~Tutor, the student must~~also ~~choose~~agreed ato ~~tutoring~~meet ~~package~~every in15 ~~the~~days ~~subject they wish~~ to bereview ~~tutored. The tutor packages vary depending on whether~~ the ~~student~~progress ~~resides~~of ~~in India or outside India and~~ the ~~level~~implementation of ~~education~~ the Live ~~student~~Tutor ~~wishes~~Virtual toLearning ~~be instructed in~~Environment. ~~Each~~The ~~tutor package~~term ~~consists~~ of ~~ten~~the ~~one-hour~~agreement ~~sessions~~will ~~and~~continue until it is ~~available~~terminated atby either of the ~~following costs:~~parties.

	Primary	Secondary	Higher Secondary
Student – India
Basic	$8(Rs. 399)	$15(Rs. 749)	$20(Rs. 999)
Premium	$20(Rs. 999)	$30(Rs. 1499)	$40(Rs. 1999)
Student – Non-India
Basic	$50	$75	$90
Premium	$90	$100	$120

As of the date of this Annual Report, we have commenced our pilot Live Tutor Virtual Learning Environment in one of the Polsani Group’s schools. Due to delays in the Polsani Group’s roll out plan, we have not received the initial payment of 75,000 Rs.

~~Live~~VoIP ~~Tutor~~Technical ~~Virtual Learning Environment and Implementation Agreement with the Polsani Group~~Support

OnWe ~~November~~are ~~25,~~also ~~2009,~~engaged ~~Smartlinx~~in ~~VoIP entered into an agreement for~~ the ~~pilot~~business ~~implementation~~ of ~~Live~~providing ~~Tutor Virtual Learning Environment (the~~technical ~~“Pilot~~support ~~Implementation~~and ~~Agreement”)~~back ~~with~~office ~~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 VoIP has agreed~~ to ~~provide~~small ~~the Polsani Group with its Live Tutor Virtual Learning Environment, including its Live Tutor Management System~~ and ~~Live~~medium ~~Tutor~~sized ~~Connect,~~businesses ~~at each of the Polsani Group’s educational institutions~~ in ~~Hyderabad, Karimnagar and~~India ~~Lingapur,~~with ~~India.~~respect Into ~~consideration~~VoIP ofmonitoring ~~providing these~~ services~~, the Polsani Group has agreed to:~~.

(a)	pay 75,000 India Rupees (“Rs.”), for three years of the Live Tutor Virtual Learning Environment, by June 1, 2010; and
(b)	pay 10 Rs. per hour of Live Tutor Connect.

Our SmartRMS IP telephony monitoring services is a service that remotely monitors and handles voice, video, data and multiple applications over a web based interface. We provide our customers with the following IP telephony services:

~~The~~- ~~parties~~Evaluate of the ~~Pilot~~impact ~~Implementation~~of ~~Agreement~~IP ~~have~~telephony ~~also agreed~~on toour ~~meet~~customers’ ~~every~~environment. 15- ~~days~~Assist tocustomers ~~review~~in evaluating the ~~progress~~benefits and viability of ~~the~~an ~~implementation~~IP oftelephony ~~the Live~~system. ~~Tutor~~- ~~Virtual~~Implement ~~Learning~~IP ~~Environment.~~telephony ~~The~~systems, ~~term~~including ofdesigning ~~the~~detail ~~agreement~~project ~~will~~plans, ~~continue until~~phase itimplementation isand ~~terminated~~integration bywith ~~either~~our ofcustomers’ existing infrastructure. - Provide round-the ~~parties~~clock IP telephony support to our customers.

~~Our~~As ~~Live~~of ~~Tutor~~March ~~Virtual Learning Environment (“VLE”) is a virtual classroom service~~31, ~~equipped with audio and video infrastructure~~2010, ~~being developed~~we byhave ~~us.~~primarily ~~Our~~provided ~~VLE service unitizes its Live Tutor Learning Management~~support ~~System~~services ~~(“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~~Nettlinx ~~their own learning programs~~Limited, ~~register students and teachers, manage schedules, maintain~~ a ~~learning~~provider ~~calendar and store data. Live Tutor LMS is a customized and enhanced implementation~~ of ~~the~~broadband ~~MOODLE~~VoIP ~~platform, an open source software for producing internet based courses and websites~~services. 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.

~~VoIP Technical Support~~Customers

WeFor ~~are~~our ~~also~~Live ~~engaged~~Tutor inbusiness, ~~the~~we ~~business~~are ofreliant ~~providing~~on ~~technical~~our agreement ~~support~~with ~~and~~BSNL ~~back~~to ~~office~~generate ~~services~~customers. toIf ~~small~~BSNL ~~and~~terminates ~~medium~~its ~~sized~~agreement ~~businesses~~with inus, ~~India~~we ~~with~~may ~~respect~~lose toa ~~VoIP~~substantial ~~telephony~~majority ~~services~~of our customer base. InWe ~~particular,~~are weactively ~~provide~~seeking out ~~our~~additional customers ~~with~~ ~~network~~for ~~monitoring~~Live ~~services~~Tutor. ~~and~~However, IPthere ~~telephony~~are ~~monitoring~~no ~~services~~assurances ~~through~~that ~~our~~we ~~SmartRMS~~will ~~service~~be ~~(“Smart~~successful ~~RMS”)~~in attracting new customers.

~~Network~~For ~~Monitoring~~our VoIP telephony services, we are reliant on our principal customer, Nettlinx Limited. We are actively seeking additional customers for our VoIP telephony services. However, there is no assurance that we will be successful in attracting new customers.

Our SmartRMS remote monitoring provides our customers with real-time monitoring of their servers and networks. With our SmartRMS remote monitoring service, we are able to assist our customers in identifying and addressing technical issues prior to them becoming a work-stopping problem. Our SmartRMS network monitoring services include:Competition

~~Continuous~~We ~~monitoring~~face significant competition in each of ~~critical~~our ~~devices~~business segments. ~~like~~The ~~firewalls,~~competition ~~switches~~focuses on price, ~~routers and~~quality ~~applications~~of ~~deployed~~service ~~within~~and/or aproduct, reputation ~~network~~and ~~perimeter~~location.

~~Proactive~~Live ~~monitoring~~Tutor. ~~services~~We tobelieve ~~detect~~that ~~network,~~the ~~system~~key ~~and application~~competitive ~~level~~factors ~~failures~~ in ~~time,~~our ~~which~~market ifare ~~unattended~~technology, ~~can~~expertise ~~seriously~~and ~~impact~~capabilities, ~~the bottom~~brand ~~line~~recognition, ~~of an organization. In the event of an outage~~content, ~~our~~instructional ~~customers~~methodology ~~are~~and ~~notified in~~access ~~real-time.~~to capital.

~~Round~~We compete in the ~~clock~~tutoring ~~backing~~market against both traditional providers of educational services and ~~telephonic~~other ~~support~~online bytutoring ~~our~~providers: ~~technicians.~~

5- Individual Tutors. We compete with individual home tutors. In most geographic areas, individual tutors have the largest share of the tutoring market. We may also compete with state and local education agencies that fund individual tutoring. - Online Providers. We compete with several companies that currently participate in the online tutoring market. Further, we expect that some existing tutoring companies, and others, will begin to distribute their services over the Internet in the near future. We believe that our services differ from those currently offered by these companies. Other online providers currently do not provide live online tutoring services to their students. There are a variety of tutoring models, though they differ from ours, compete with us for market share. - New Entrants. As Internet and broadband services become more widely deployed in the primary, secondary and higher secondary school market, we expect new and as yet unidentified companies to enter the market.

VoIP Technical Support. The markets for network monitoring and IP ~~Telephony~~telephony ~~Monitoring~~monitoring services are competitive and subject to rapid technological change. Service providers are continually introducing new solutions and products into these markets and enhancing their network monitoring and IP telephony monitoring solutions and productions. We believe that our primary competition in this business segment is from traditional VoIP service providers such as Sify, Net4India, Youtele and WorldPhone as well as outsourced service companies such as Keross, Ice Net Technologies, Net Hertz. We also compete with other private and public companies who have invested in various aspects of network monitoring and IP telephony monitoring services and other service solutions. A number of our competitors have longer operating histories, significantly greater human resources and financial resources than us.

~~Evaluate~~Government ~~the impact of IP telephony on our customers’ environment.~~ Regulation

~~Assist~~There ~~customers~~are inan ~~evaluating~~increasing number of laws and regulations pertaining to the ~~benefits~~Internet. In addition, there are a number of legislative and requirements ~~viability~~regarding children’s privacy, copyrights and taxation. Other laws or regulations may be adopted with respect to online content regulation, user privacy, pricing, restrictions on email solicitations, taxation and quality of products anand IPservices. Any new legislation or regulation, or the application or ~~telephony~~interpretation ~~system~~of existing laws, may decrease the growth in the use of the Internet, which could in turn decrease the demand for our service, increase our cost of doing business or otherwise have a material adverse effect on our prospects and revenues.

~~Implement~~Research ~~IP telephony systems, including designing detail project plans, phase implementation~~ and ~~integration~~Development ~~with our customers’ existing infrastructure.~~ Activities

~~Provide~~We ~~round-the~~have ~~clock~~not IPincurred ~~telephony~~any ~~support~~research toand development expenditures since our ~~customers~~inception.

AsPatents ofand ~~August 31, 2009, we have primarily provided support services to Nettlinx Limited, a provider of broadband VoIP services.~~Trademarks

~~Customers~~We do not own, either legally or beneficially, any patents. We currently own the following trademarks in India: (i) “Live Tutor” under trademark number 1745989; and (ii) “Smartlinx” under trademark number 1479330.

We are reliant on our agreement with BSNL to generate customers for our Live Tutor business. If BSNL terminates its agreement with us, we may lose a substantial majority of our customer base. We are actively seeking out additional customers for Live Tutor. However, there are no assurances that we will be successful in attracting new customers.Employees

~~Competition~~Other than our executive officers and directors, we have ten (10) employees.

WeITEM ~~face significant competition in each of our business segments~~1A. ~~The~~RISK ~~competition focuses on price, quality of service and/or product, reputation and location~~FACTORS.

~~Live~~The ~~Tutor.~~following Weare ~~believe~~some ~~that~~of the ~~key~~important ~~competitive~~ factors inthat could affect our ~~market~~financial ~~are~~performance ~~technology,~~or ~~expertise~~could ~~and~~cause ~~capabilities;~~actual ~~brand~~results to differ ~~recognition;~~materially ~~content;~~from ~~instructional~~estimates ~~methodology;~~contained ~~and~~in ~~access~~our forward-looking statements. We may encounter risks in addition to ~~capital~~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 ~~compete~~have inan ~~the~~operating ~~tutoring~~deficit ~~market against both traditional providers of educational services~~ and ~~other~~have ~~online~~incurred ~~tutoring~~losses ~~providers:~~since inception.

~~Individual~~To ~~Tutors.~~date, Weour ~~compete~~operations ~~with~~have ~~individual~~not ~~home~~been ~~tutors~~profitable. InWe ~~most~~have not ~~geographic~~earned ~~areas,~~any ~~individual~~significant ~~tutors~~revenues ~~have~~to ~~the~~date ~~largest~~and ~~share~~there ofis ~~the~~no ~~tutoring~~assurance that we will ~~market.~~be Weable ~~may~~to ~~also~~do ~~compete~~so ~~with~~in ~~state~~the ~~and~~near ~~local~~future. ~~education~~In ~~agencies~~addition there is no assurance that ~~fund~~our ~~individual~~ongoing ~~tutoring~~expenditures will exceed our estimates over the next twelve months. We may never be able to achieve profitability.

~~Online~~In ~~Providers.~~addition, Wewe ~~compete~~do ~~with~~not ~~several~~currently ~~companies~~have ~~that~~the ~~currently~~financial resources ~~participate~~to incomplete our plan of operation over the ~~online~~next ~~tutoring~~twelve ~~market~~months. ~~Further~~Accordingly, we ~~expect that some~~ ~~existing~~will ~~tutoring~~need ~~companies,~~to ~~and~~obtain ~~others,~~additional ~~will~~financing ~~begin~~in order to ~~distribute~~meet ~~their~~our financial ~~services~~obligations over the ~~Internet~~next intwelve ~~the~~months. ~~near~~However, ~~future.~~there Weis ~~believe~~no assurance that ~~our services~~we ~~differ~~will ~~from~~be ~~those~~able ~~currently~~to ~~offered~~obtain byadditional ~~these companies~~financing. ~~Other~~If ~~online~~further ~~providers currently~~financing dois not available ~~provide~~or ~~live~~obtainable, ~~online~~our ~~tutoring~~ability ~~services~~ to ~~their~~meet ~~students. There~~our ~~are~~financial aobligations ~~variety~~and pursue our plan of ~~tutoring~~operations ~~models,~~will ~~though~~be ~~they~~substantially ~~differ~~limited ~~from~~and ~~ours,~~investors ~~compete~~may ~~with~~lose usa ~~for~~substantial ~~market~~portion ~~share~~or all of their investment.

~~New~~We ~~Entrants.~~have Aslimited ~~Internet~~operating history and ~~broadband~~as ~~services~~a ~~become~~result ~~more~~there ~~widely~~are ~~deployed~~risks inof ~~the~~a ~~primary, secondary and higher secondary school market, we expect~~ new ~~and~~business ~~as yet unidentified companies to enter the market~~venture.

~~VoIP~~Smartlinx Technical Support. The markets for network monitoring and IP telephony monitoring services are competitive and subject to rapid technological change. Service providers are continually introducing new solutions and products into these markets and enhancing their network monitoring and IP telephony monitoring solutions and productions. We believe that our primary competition in this business segment is from traditional VoIP ~~service providers~~was ~~such~~formed ason ~~Sify,~~November ~~Net4India~~3, ~~Youtele~~2006 and, ~~WorldPhone~~ as ~~well as outsourced service companies~~ such ~~as Keross~~, ~~Ice Net Technologies, Net Hertz. We also~~it ~~compete~~has ~~with~~a ~~other~~very ~~private~~short ~~and~~operating ~~public~~history ~~companies~~upon ~~who~~which ~~have~~future ~~invested~~performance inmay ~~various~~be ~~aspects of network monitoring and IP telephony monitoring services and other service solutions~~assessed. ~~A number of our competitors have longer operating histories, significantly greater human resources and financial resources than us.~~

~~Government~~Potential ~~Regulation~~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.

~~There~~We are anreliant ~~increasing~~on ~~number~~our ofagreement ~~laws~~with ~~and~~BSNL ~~regulations pertaining~~ to ~~the Internet. In addition, there are a number of legislative and~~generate ~~requirements~~customers ~~regarding~~for ~~children’s~~Live ~~privacy, copyrights and taxation~~Tutor. ~~Other~~If ~~laws or~~BSNL ~~regulations~~terminates ~~may~~its beagreement ~~adopted~~ with ~~respect to online content regulation~~us, user privacy, pricing, restrictions on email solicitations, taxation and quality of products and services. Any new legislation or regulation, or the application or interpretation of existing laws, may decrease the growth in the use of the Internet, which could in turn decrease the demand for our ~~service, increase our cost of doing~~ business ~~or otherwise have a material adverse effect on our~~ ~~prospects~~may ~~and revenues~~fail.

~~Research~~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 ~~Development~~to ~~Activities~~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. The agreement was amended whereby BSNL agreed to amend our roll out obligations of Live Tutor. As a result, we are now required to have a minimum of 500 customers by March 31, 2010 are not required to have minimum gross revenues. 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.

WeOur ~~have~~VoIP ~~not~~Technical ~~incurred~~Support ~~any~~services ~~research~~are reliant on hiring and ~~development~~retaining ~~expenditures~~qualified IT personnel. If we are unable to hire or retrain ~~since~~qualified IT personnel, our ~~inception~~business may fail.

~~Patents~~Our business is reliant on our ability to attract, train, retain and ~~Trademarks~~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.

WeOur dopromotion ~~not~~and ~~own,~~marketing ~~either~~of ~~legally~~our orwebsites ~~beneficially,~~may ~~any~~not ~~patents. We~~result ~~currently own the following trademarks~~ in ~~India:~~generation ~~(i)~~of ~~“Live~~significant ~~Tutor”~~revenue ~~under trademark~~which ~~number~~may ~~1745989;~~cause ~~and~~our ~~(ii)~~business ~~“Smartlinx”~~to ~~under trademark number 1479330~~fail.

~~Employees~~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.

~~Other~~Unauthorized ~~than~~disclosure ~~our~~of ~~executive~~sensitive ~~officers~~or confidential client and ~~directors~~customer data, wewhether ~~have~~through breach of our computer systems or otherwise, ~~fifteen~~could ~~(15)~~expose ~~employees~~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.

~~ITEM~~We 1Amay 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. ~~RISK~~If ~~FACTORS~~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.

~~The~~Competition ~~following~~in ~~are some of~~ the ~~important~~tutoring ~~factors~~industry ~~that~~and ~~could affect~~the ~~our~~VoIP ~~financial performance or could cause actual results to differ~~technical ~~materially~~support ~~from~~industry ~~estimates~~is ~~contained~~intense inand our ~~forward-looking~~competitors ~~statements.~~have Wegreater ~~may encounter~~financial ~~risks in addition to those described below. Additional risks and~~resources ~~uncertainties~~and ~~not~~development ~~currently~~capabilities ~~known~~than towe ushave, orand ~~that~~ we ~~currently deem to be immaterial,~~ may ~~also~~not ~~impair~~have orthe ~~adversely affect our business, financial~~resources ~~condition~~necessary orto ~~results~~successfully ofcompete ~~operation~~with them.

WeOur ~~have~~business anplan ~~operating~~involves ~~deficit~~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 ~~incurred~~greater financial ~~losses~~resources ~~since~~and more expertise in this business than we do. Our ability ~~inception~~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.

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. 8

InOur ~~addition,~~products wemay dobecome ~~not~~obsolete ~~currently~~and ~~have~~unmarketable ~~the~~if ~~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~~are ~~obligations~~unable ~~over the next twelve months. However, there is no assurance that we will be able~~ to ~~obtain~~respond ~~additional~~adequately ~~financing. If further financing is not available or obtainable, our ability~~ to ~~meet~~rapidly ~~our~~changing ~~financial~~technology ~~obligations~~ and ~~pursue~~ ~~our plan of operations will be substantially limited and investors may~~customer ~~lose a substantial portion or all of their investment~~demands.

WeOur ~~have~~products ~~limited~~may ~~operating~~quickly ~~history~~become obsolete and asunmarketable. aOur future ~~result~~success ~~there~~will ~~are~~depend on our ability to adapt to technological advances, ~~risks~~anticipate ofcustomer 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 ~~business~~technologies ~~venture~~or standards.

~~Smartlinx~~We ~~VoIP~~may ~~was~~experience ~~formed~~technical onor ~~November~~other 3,difficulties ~~2006~~that ~~and~~could delay or prevent the development, asintroduction ~~such~~or marketing of new products or enhanced versions of existing products. Also, itwe may not be able to adapt new or ~~has~~enhanced aservices ~~very~~to ~~short~~emerging ~~operating~~industry ~~history~~standards, ~~upon~~and ~~which~~our ~~future~~new ~~performance~~products may benot ~~assessed~~be favorably received by our target market.

~~Potential~~The ~~investors~~loss ~~should be aware~~ of ~~the~~our ~~difficulties normally~~executive ~~encountered~~officers byor ~~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~~directors, ~~expenses, difficulties complications and delays encountered in~~could ~~connection~~adversely ~~with~~affect ~~the~~our ~~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

7Our success depends largely upon the efforts, abilities, and decision-making of our sole 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 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.

~~history~~One ~~upon~~stockholder ~~which~~owns toa ~~base~~majority ~~any~~of ~~assumption~~our ascommon tostock ~~the~~and ~~likelihood~~may ~~that~~act, ~~our~~or ~~business~~prevent ~~will~~certain ~~prove~~types toof becorporate ~~successful~~actions, ~~and~~to ~~there~~the ~~can~~detriment beof ~~no assurance~~other ~~that we will generate any operating revenues or ever achieve profitable operations~~stockholders.

WeCitiglobal ~~are~~Ltd. ~~reliant~~owns on35,775,000 ~~our~~common ~~agreement~~shares ~~with~~and ~~BSNL~~holds a warrant to ~~generate~~acquire 11,475,000 shares at an exercise price of $0.0074 per share ~~customers~~until ~~for~~October ~~Live~~6, ~~Tutor~~2011. IfAccordingly, ~~BSNL~~Citiglobal ~~terminates~~beneficially ~~its~~owns ~~agreement~~approximately 67.0% ~~with~~of usour issued and outstanding common stock. Accordingly, our ~~business~~majority shareholder may ~~fail~~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.

OnIf ~~January 27, 2009,~~ we ~~entered~~issue ~~into~~additional anshares ~~agreement with BSNL to provide Live Tutor to the customers~~ of ~~BSNL.~~common ~~Under~~stock ~~the~~in ~~terms of~~ the ~~agreement,~~future wethis ~~are~~may ~~required~~result ~~to meet certain rollout obligations and to pay BSNL forty percent (40%) of our gross revenues for tutoring services providing to students~~ in ~~India~~dilution ~~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~~existing ~~base and cause our business to fail~~stockholders.

Our ~~VoIP~~board ~~Technical~~of ~~Support~~directors ~~services~~has ~~are~~the ~~reliant~~authority onto ~~hiring~~issue additional ~~and~~shares ~~retaining~~of ~~qualified~~common ITstock ~~personnel~~up to the authorized capital stated in the articles of incorporation. IfOur weboard ~~are~~of ~~unable~~directors may choose to ~~hire~~issue some or ~~retrain~~all of such ~~qualified~~shares ITto ~~personnel,~~provide ~~our~~additional ~~business~~financing in the future. The issuance of any such shares may ~~fail~~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.

~~Our~~The ~~business~~trading isprice ~~reliant~~of on our ~~ability~~common tostock ~~attract,~~may ~~train~~be volatile, with ~~retain~~the ~~and~~result ~~motivate~~that ~~qualified~~an ITinvestor ~~personnel.~~may Innot ~~the~~be ~~current~~able ~~marketplace, there is significant competition~~ to ~~retain~~sell ~~qualified~~any ITshares ~~personnel.~~acquired ~~There~~at ~~is also~~ a ~~shortage~~price ofequal ~~qualified~~to ~~personnel~~or ingreater ~~this~~than ~~field~~the ~~and~~price wepaid ~~compete~~by ~~with other companies~~ the ~~limited number of IT personnel~~investor. ~~If we are unable to hire or retain qualified IT personnel, our business may fail.~~

Our ~~promotion~~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 ~~marketing~~volume offluctuations. In addition, our ~~websites~~stock price may ~~not~~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 inpotential ~~generation~~lack of ~~significant~~a ~~revenue~~trading ~~which~~market, an investor may ~~cause~~not ~~our~~be ~~business~~able to sell any of ~~fail~~our common stock that they acquire that a price equal or greater than the price paid by the investor.

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.9

~~Unauthorized~~Because ~~disclosure~~our ofstock ~~sensitive~~is ora ~~confidential~~penny ~~client and customer data~~stock, ~~whether~~stockholders ~~through~~will ~~breach of our computer systems or otherwise,~~be ~~could~~more ~~expose~~limited ~~us to protracted and costly litigation and cause us to lose clients which may result~~ in ~~our~~their ~~going~~ability ~~out of business and for our stockholders~~ to ~~lose~~ sell their ~~investment~~stock.

WeThe ~~may~~SEC behas ~~required~~adopted torules ~~collect~~that ~~and~~regulate ~~store~~broker-dealer ~~sensitive data in~~practices in connection with ~~our~~transactions ~~services,~~in ~~including~~penny ~~names,~~stocks. ~~addresses,~~Penny ~~social~~stocks ~~security numbers,~~are ~~credit card account numbers, checking and savings account numbers and~~generally ~~payment~~equity ~~history~~securities ~~records,~~with ~~such~~a asprice ~~account~~of ~~closures~~less ~~and~~than ~~returned checks~~$5. ~~If any person~~00, ~~including~~other ~~any~~than ofsecurities registered ~~our~~on ~~employees,~~certain ~~penetrates~~national ~~our~~securities ~~network~~exchanges ~~security~~ or ~~otherwise~~ ~~misappropriates~~quoted ~~sensitive~~on ~~data~~the Nasdaq system, weprovided ~~could~~that becurrent ~~subject~~price toand ~~liability~~volume ~~for breaching~~information ~~contractual~~with ~~confidentiality~~respect ~~provisions and/or privacy laws, which~~to ~~would~~transactions ~~devastate~~in ~~our~~such ~~business,~~securities ~~and~~is ~~may~~provided ~~result~~by inthe ~~stockholders~~exchange ~~losing~~or ~~their~~quotation ~~investment~~system.

~~Competition~~Because inour securities constitute "penny stocks" within the meaning ~~tutoring~~of ~~industry~~the ~~and~~rules, the ~~VoIP~~rules ~~technical~~apply to us and to our securities. The rules may ~~support~~further ~~industry~~affect isthe ~~intense~~ability ~~and~~of owners of shares to sell our ~~competitors~~securities ~~have~~in ~~greater~~any market ~~financial~~that ~~resources~~might develop for them. As long as the trading price of our common ~~and~~stock ~~development~~is ~~capabilities~~less than we$5.00 ~~have~~per share, ~~and~~the wecommon ~~may~~stock ~~not~~will ~~have~~be subject to rule 15g-9 under the ~~resources~~Securities Exchange Act of 1934 (the “Exchange Act”). The penny ~~necessary~~stock rules require a broker-dealer, prior to ~~successfully~~a ~~compete~~transaction ~~with~~in ~~them.~~a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

~~Our~~1. ~~business~~contains ~~plan~~a ~~involves~~description ~~providing~~of ~~online~~the ~~tutoring~~nature ~~services~~ and ~~VoIP~~level ~~technical~~of ~~support.~~risk ~~These~~in ~~business~~the ~~areas~~market ~~are~~for ~~highly~~penny ~~competitive~~stocks in both public offerings and secondary trading; 2. ~~There are~~contains ~~numerous~~a ~~companies~~description ~~that~~of ~~provide~~the ~~online~~broker's ~~tutoring~~or ~~services~~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 ~~VoIP technical~~other ~~support~~requirements ~~that~~of ~~compete~~securities inlaws; ~~this~~3. ~~market~~contains a brief, ~~most~~clear, narrative description of ~~whom~~a ~~have~~dealer ~~greater financial~~market, ~~resources~~including bid and ~~more~~ask ~~expertise~~prices infor ~~this~~penny ~~business~~stocks ~~than~~and wethe dosignificance of the spread between the bid and ask price; 4. ~~Our~~contains ~~ability to~~a ~~develop~~toll-free ~~our~~telephone ~~business~~number ~~will~~for ~~depend~~inquiries on ~~our~~disciplinary ~~ability~~actions; to5. ~~successfully~~defines ~~market~~significant ~~our services~~terms in ~~this~~the ~~highly~~disclosure ~~competitive~~document ~~environment~~or in the conduct of trading in penny stocks; and 6. Wecontains ~~cannot~~such ~~guarantee~~other ~~that~~information ~~we will~~and beis ~~able~~in tosuch doform, soincluding ~~successfully~~language, type, size and format, as the SEC shall require by rule or regulation.

~~Our~~The ~~products~~broker-dealer ~~may~~also ~~become~~must ~~obsolete~~provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and ~~unmarketable~~offer ifquotations for wethe ~~are~~penny stock; (b) the compensation of the broker-dealer and its ~~unable~~salesperson in the transaction; (c) the number of shares to ~~respond~~which ~~adequately~~such bid and ask prices apply, or other comparable information relating to ~~rapidly~~the ~~changing~~depth ~~technology~~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 ~~demands~~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.

~~Our~~ITEM ~~products may quickly become obsolete and unmarketable~~2. 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 basisPROPERTIES. ~~We may be unsuccessful in responding to~~

8Our principal office is located at 1400 Kennedy Blvd., Union City, New Jersey 07087.

~~technological~~We ~~developments~~also ~~and~~have ~~changing~~an ~~customer~~operations ~~needs.~~office Inlocated at 5-9-22, ~~addition~~3rd Floor, ~~our~~My ~~applications~~Home ~~and~~Sarovar ~~services~~Plaza, ~~offerings~~Secretariat ~~may~~Road, ~~become~~Saifabad, Hyderabad ~~obsolete~~– ~~due~~500 to063, ~~the~~India, consisting of approximately 960 square feet, which ~~adoption~~we rent at a cost of ~~new~~Rs. ~~technologies~~49,440 or(approximately ~~standards~~$1,000 US) per month.

WeITEM ~~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~~3. ~~Also,~~LEGAL ~~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~~PROCEEDINGS.

~~The~~We ~~loss~~are ofnot ~~our~~a ~~executive~~party ~~officers~~to orany ~~directors~~legal proceedings and, ~~could~~to our ~~adversely~~knowledge, ~~affect~~no ~~our~~other ~~business~~legal proceedings are pending, threatened or contemplated.

Our success depends largely upon the efforts, abilities, and decision-making of our sole 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 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. 10

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

~~Citiglobal~~ITEM ~~Ltd~~5. ~~owns~~MARKET ~~35,775,000~~FOR ~~common~~REGISTRANT’S ~~shares~~COMMON ~~and holds a warrant to acquire 11~~EQUITY,~~475,000~~ ~~shares~~RELATED atSTOCKHOLDER anMATTERS ~~exercise~~AND ~~price~~ISSUER ofPURCHASES ~~$0.0074~~OF ~~per~~EQUITY ~~share until October 6, 2011~~SECURITIES. 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.

IfMarket weInformation ~~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 upare tocurrently ~~the~~quoted ~~authorized~~on ~~capital stated in~~ the ~~articles of~~OTC ~~incorporation.~~Bulletin ~~Our~~Board ~~board~~under ~~of directors may choose to issue some or all of such shares to provide additional financing in~~ the ~~future~~symbol “SMLK.” The ~~issuance~~high ofand ~~any~~low ~~such shares~~bid ~~may~~information ~~result~~for ~~in a reduction of the book value or market price of the outstanding shares of~~ our common stock. Itfor ~~will~~the ~~also~~fiscal ~~cause~~years aended ~~reduction~~March in31, ~~the proportionate~~2010 ~~ownership~~ and ~~voting~~2009 ~~power~~as ofreported ~~all~~by the ~~other~~OTC ~~stockholders.~~Bulletin Board were:

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.

QUARTER	HIGH ($)	LOW ($)
December 31, 2009	0.50	0.50
March 31, 2010	0.71	0.10

~~Our~~No ~~common~~information ~~shares are quoted~~ on the ~~OTC~~high ~~Bulletin Board under the symbol "SMLK.” Companies quoted on the OTC Bulletin Board have traditionally experienced extreme price~~ and ~~volume~~low ~~fluctuations.~~prices Infor ~~addition,~~ our ~~stock~~shares ~~price~~was ~~may~~available befrom 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. Asprior ~~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~~quarter byended ~~the~~December ~~investor~~31, 2009.

~~Because~~Quotations ~~our~~provided ~~stock~~by isthe aOTCBB ~~penny~~reflect ~~stock~~inter-dealer prices, without ~~stockholders~~retail ~~will~~mark-up, ~~be more~~markdown ~~limited~~or incommission ~~their~~and ~~ability~~may tonot ~~sell~~represent ~~their stock~~actual transactions.

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. Holders

9As of July 12, 2010, there were 59,085,000 shares of our common stock issued and outstanding that are held of record by 18 registered stockholders. We believe that a number of stockholders hold stock on deposit with their brokers or investment bankers registered in the name of stock depositories.

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: Dividends

1.We ~~contains~~have anot ~~description~~declared ofany ~~the~~dividends ~~nature~~on ~~and~~our ~~level~~common ofstock ~~risk~~since our ~~in the market for penny stocks in both public offerings and secondary trading; 2~~inception. ~~contains~~There aare ~~description~~no ofdividend ~~the~~restrictions ~~broker's~~that orlimit ~~dealer's~~our ~~duties~~ability to ~~the~~pay dividends ~~customer~~on ~~and~~our ofcommon ~~the~~stock ~~rights~~in ~~and~~our ~~remedies~~Articles ~~available~~of toIncorporation ~~the customer with respect to a violation to such duties~~ or ~~other requirements of securities laws; 3~~Bylaws. ~~contains~~Our governing ~~a brief~~statute, ~~clear,~~Chapter ~~narrative~~78 ~~description~~ of ~~a dealer market, including bid and ask prices for penny stocks and~~ the ~~significance~~Nevada ofRevised ~~the~~Statute ~~spread~~(“NRS”), ~~between~~does provide ~~the~~limitations ~~bid~~on ~~and~~our ~~ask~~ability ~~price;~~to 4declare dividends. ~~contains~~Section ~~a toll-free telephone number for inquiries on disciplinary actions; 5~~78.288 ~~defines~~of ~~significant terms in~~ the NRS ~~disclosure~~prohibits ~~document~~us orfrom indeclaring ~~the~~dividends ~~conduct of trading in penny stocks; and 6. contains such other information and is in such form~~where, ~~including~~after ~~language,~~giving ~~type,~~effect ~~size~~to ~~and~~the distribution ~~format,~~of as the ~~SEC~~dividend: ~~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~~we ~~and~~would ~~offer~~not ~~quotations for~~be ~~the~~able ~~penny~~to ~~stock;~~pay ~~(b)~~our ~~the~~debts ~~compensation~~as ofthey ~~the~~become ~~broker-dealer~~due ~~and its salesperson~~ in the ~~transaction;~~usual ~~(c)~~course ~~the number~~ of ~~shares~~business; toor ~~which~~(b) ~~such~~our ~~bid~~total ~~and ask~~assets ~~prices~~would ~~apply,~~be orless ~~other~~than ~~comparable information relating to~~ the ~~depth~~sum ~~and liquidity~~ of ~~the~~our ~~market~~total ~~for~~liabilities ~~such~~plus ~~stock; and (d) a monthly account statements showing~~ the ~~market~~amount ~~value~~that ofwould ~~each~~be ~~penny stock held in the customer's account. In addition~~needed, ~~the~~if ~~penny~~we ~~stock~~were ~~rules require that prior~~ to abe ~~transaction~~dissolved inat ~~a penny stock not otherwise exempt from those rules;~~ the ~~broker-dealer~~time ~~must~~of ~~make~~distribution, ~~a special~~to ~~written~~satisfy ~~determination that~~ the ~~penny~~preferential ~~stock~~rights isupon adissolution ~~suitable investment for the purchaser and receive the purchaser's written acknowledgment~~ of ~~the~~stockholders ~~receipt of~~who amay ~~risk~~have ~~disclosure~~preferential ~~statement,~~rights ~~a written agreement to transactions involving penny stocks,~~ and awhose ~~signed~~preferential ~~and~~rights ~~dated~~are ~~copy~~superior ofto athose ~~written~~receiving ~~suitably statement. These disclosure requirements may have~~ the ~~effect~~distribution of(except ~~reducing~~as ~~the~~otherwise ~~trading~~specifically ~~activity~~allowed ~~in the~~by ~~secondary~~our ~~market~~Articles ~~for~~of ~~our stock~~Incorporation).

~~ITEM~~Recent 2.Sales ~~PROPERTIES.~~Of Unregistered Securities

~~Our~~Other ~~principal~~than ~~office~~as isdisclosed ~~located~~in atour ~~1400~~Current ~~Kennedy~~Reports ~~Blvd.,~~and ~~Union~~Quarterly ~~City~~Reports, ~~New~~we ~~Jersey~~have ~~07087~~not completed any recent sales of unregistered securities.

WeITEM ~~also~~7. ~~have~~MANAGEMENT'S anDISCUSSION ~~operations~~AND ~~office~~ANALYSIS ~~located~~OF atFINANCIAL ~~5-9-22, 3rd~~CONDITION ~~Floor,~~AND MyRESULTS ~~Home~~OF ~~Sarovar Plaza, Secretariat Road, Saifabad, Hyderabad – 500 063, India, consisting of approximately 960 square feet, which we rent at a cost of Rs~~OPERATIONS. ~~49,440 (approximately $1,000 US) per month.~~

~~ITEM~~PLAN 3.OF ~~LEGAL~~OPERATION ~~PROCEEDINGS.~~

We ~~are~~plan ~~not~~to launch Live Tutor as a ~~party~~value toadded ~~any~~service ~~legal~~of ~~proceedings~~BSNL, which will provide us with the brand image of BSNL and, the use of its network. We plan to ~~our~~initially target the existing subscribers of BSNL in the southern ~~knowledge~~states of Andhra Pradish, noTamilmadu, ~~other~~Karnataka ~~legal~~and ~~proceedings~~Kerala. ~~are~~These ~~pending,~~states ~~threatened~~of orIndia ~~contemplated~~represent almost 50% of the existing subscriber base of BSNL.

~~ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.~~11

NoSubject ~~matters~~to ~~were~~our ~~submitted~~ability to obtain additional financing, we plan to launch our ~~security~~Kindergarten ~~holders~~to Grade 12 service during the ~~fourth~~ second quarter of our fiscal year ~~ended~~ending ~~August~~March 31, ~~2009~~2011. If successful, we plan to implement our vocational education, higher education and value added services in the first quarter of our 2012 fiscal year.

10The following table sets out our anticipated launch dates in the following states of India.

PART II

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

~~ITEM~~In 5.order ~~MARKET~~to ~~FOR~~facilitate ~~REGISTRANT’S~~the ~~COMMON~~expansion ~~EQUITY~~of our customer base, ~~RELATED~~we plan ~~STOCKHOLDER~~to ~~MATTERS~~form ~~AND~~relationships ~~ISSUER~~in ~~PURCHASES~~each OFof ~~EQUITY~~the ~~SECURITIES~~BSNL telecom’s district in order to promote our service and assist us in the registration and retention of customers. We anticipate that our promotional plan will utilize 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.

~~Market Information~~12

~~Our~~Development ~~shares~~ of common stock currently trade on the OTC Bulletin Board under the symbol “SMLK.” Our shares of common stock commenced trading on the OTC Bulletin Board under the symbol “CGNV” on April 4, 2006. Although our ~~shares~~ ~~are~~Live ~~quoted~~Tutor onServices ~~the OTC Bulletin Board, the high and low bid information of our common stock for the years ended August 31, 2009 and 2008 was not available from the OTC Bulletin Board.~~

~~Holders~~In addition to the anticipated launch of Live Tutor in the states listed above, we also plan on further developing our Live Tutor services as follows:

As of December 7, 2009, there were 59,085,000 shares of our common stock issued and outstanding that are held of record by 17 registered stockholders. We believe that a number of stockholders hold stock on deposit with their brokers or investment bankers registered in the name of stock depositories.

1.	Upgrade Web Interface: We are in the process of developing 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: We have developed 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 are in the process of developing our Live Tutor Learning Management System (“LMS”) in order to manage the delivery of tutoring services to students. Live Tutor LMS allows us to create learning programs, manage schedules, maintain a learning calendar and store data. In addition, we anticipate that our Live Tutor LMS will integrate with Live Tutor Connect under a single login for registered users to access data, attend classes, manage content and interact with peers. Live Tutor LMS is customized and enhanced implementation of the open source MOODLE platform. MOODLE is an open source software for producing internet based courses and web sites.

4.	Research & Development: We plan to continue research and development in order to make Live Tutor compatible with current technological trends and any future technology changes, including:

	•	Devices – Mobile handsets, handheld PDA’s, net books;

	•	Compatibility with new operating systems on personal computers and other delivery devices;

	•	Deliver learning on low cost PC’s and thin clients;

	•	Operate on low bandwidths; and

	•	Operate on 3G and other wireless networks.

~~Dividends~~Cash Requirements Over The Next Twelve Months

We ~~have~~anticipate ~~not declared any dividends on our common stock since our inception. There are no dividend restrictions~~ that ~~limit~~we ~~our~~will ~~ability~~incur toover ~~pay dividends on our common stock in our Articles of Incorporation or Bylaws. Our governing statute, Chapter 78 of~~ the ~~Nevada~~next ~~Revised~~twelve ~~Statute (“NRS”), does~~months ~~provide limitations on our ability to declare dividends. Section 78.288 of~~ the ~~NRS~~ ~~prohibits~~following ~~us from declaring dividends where, after giving effect to the distribution of the dividend~~expenses:

(a) we would not be able to pay our debts as they become due in the usual course of business; or (b) our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution (except as otherwise specifically allowed by our Articles of Incorporation).

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

~~Recent Sales Of Unregistered Securities~~ Note:

On(1) ~~November~~Includes ~~24,~~legal ~~2009, we completed a private placement offering of 360,000 Units for proceeds of $200,000. Each Unit consists of one share of our common stock~~ and ~~one~~accounting ~~share~~expenses ~~purchase~~associated ~~warrant,~~ with ~~each~~our ~~warrant~~reporting ~~entitling~~requirements under the ~~holder~~ toSecurities ~~purchase~~Exchange ~~one~~Act ~~additional share~~ of ~~our common stock at a price of $0~~1934.~~60 per share until November 23, 2011.~~

~~ITEM~~Our 7cash on hand as of March 31, 2010 is $21,258. ~~MANAGEMENT'S~~As ~~DISCUSSION~~such, ~~AND~~we do ~~ANALYSIS~~not OFhave ~~FINANCIAL~~sufficient ~~CONDITION~~cash ~~AND~~to ~~RESULTS~~meet OFthe ~~OPERATIONS~~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.

~~PLAN OF OPERATION~~13

~~Overview~~RESULTS OF OPERATIONS

WeUnder ~~plan~~generally toaccepted ~~launch~~accounting ~~Live~~principles, ~~Tutor~~the asacquisition of aSmartlinx ~~value~~VoIP ~~added~~has ~~service~~been accounted for as a recapitalization of ~~BSNL,~~the Company ~~which~~and ~~will~~Smartlinx ~~provide~~VoIP ushas ~~with~~been treated as the ~~brand~~acquiring ~~image~~entity offor ~~BSNL~~accounting and financial ~~the~~reporting ~~use~~purposes. ofAs ~~its~~such, ~~network.~~our consolidated financial statements are Wepresented ~~plan~~as toa ~~initially~~continuation ~~target~~of the ~~existing~~operations ~~subscribers~~ of ~~BSNL~~Smartlinx inVoIP ~~the~~and ~~southern~~not the ~~states~~Company. ofThe ~~Andhra~~financial ~~Pradish,~~information ~~Tamilmadu,~~provided ~~Karnataka~~below ~~and~~for ~~Kerala.~~the ~~These~~year ~~states~~ended ofMarch ~~India~~31, 2009 represent ~~almost~~the ~~50%~~operations of Smartlinx VoIP. The operations of the ~~existing~~Company are ~~subscriber~~included ~~base~~from the effective date of ~~BSNL~~the acquisition, October 7, 2009.

~~Subject~~Summary ~~to our ability to obtain additional financing, we plan to launch our Kindergarten to Grade 12 service during the third quarter~~ of ~~our fiscal~~Year ~~year~~End ~~ending~~Results ~~March 31, 2010. If successful, we plan to implement our vocational education, higher education and value added services in the first quarter of our 2011 fiscal year.~~

		Year Ended			Year Ended		Percentage
		March 31, 2010			March 31, 2009		Increase /
		(unaudited)			(unaudited)		(Decrease)
Revenue	$	24,174		$	26,866		(10.0)%
Expenses		(294,602	)		(62,251	)	373.2%
Other Items		(16,561	)		(7,376	)	124.5%
Net Loss	$	(286,989	)	$	(42,761	)	571.1%

~~The following table sets out our anticipated launch dates in the following states of India.~~Revenues

State	K12 Qtr/Year	Vocational Qtr/Year	Higher Education Qtr/Year	VAS Qtr/Year
Andhra Pradesh	III, 09-10	I, 10-11	I, 10-11	I, 10-11
Tamilnadu	III, 09-10	I, 10-11	I, 10-11	I, 10-11
Karnataka	III, 09-10	I, 10-11	I, 10-11	I, 10-11
Kerala	III, 09-10	I, 10-11	I, 10-11	I, 10-11
International	IV, 09-10	I, 10-11	I, 10-11	I, 10-11
Maharashtra	I, 10-11	I, 10-11	I, 10-11	I, 10-11
Goa	I, 10-11	I, 10-11	I, 10-11	I, 10-11
Gujarat	I, 10-11	I, 10-11	I, 10-11	I, 10-11
Rajasthan	I, 10-11	I, 10-11	I, 10-11	I, 10-11
Madhya Pradesh	I, 10-11	I, 10-11	I, 10-11	I, 10-11
Haryana	II, 10-11	II, 10-11	II, 10-11	II, 10-11
Punjab	II, 10-11	II, 10-11	II, 10-11	II, 10-11
Delhi	II, 10-11	II, 10-11	II, 10-11	II, 10-11
Himachal Pradesh	II, 10-11	II, 10-11	II, 10-11	II, 10-11
Jammu & Kashmir	II, 10-11	II, 10-11	II, 10-11	II, 10-11
Uttaranchal	II, 10-11	II, 10-11	II, 10-11	II, 10-11
Uttar Pradesh	II, 10-11	II, 10-11	II, 10-11	II, 10-11
Bihar	II, 10-11	II, 10-11	II, 10-11	II, 10-11

During the year ended March 31, 2010, we earned revenues from our VoIP technical support services of $24,174 compared to $26,866 during the year ended March 31, 2009. 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.

InOperating order to facilitate the expansion of our customer base, we plan to form relationships in each of the BSNL telecom’s district in order to promote our service and assist us in the registration and retention of customers. We anticipate that our promotional plan will utilize 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.Expenses

~~Development~~The major components of our ~~Live~~expenses ~~Tutor~~for ~~Services~~the years ended March 31, 2010 and 2009 are outlined in the table below:

In addition to the anticipated launch of Live Tutor in the states listed above, we also plan on further developing our Live Tutor services as follows:

		Year Ended		Year Ended	Percentage
		March 31, 2010		March 31, 2009	Increase /
		(unaudited)		(unaudited)	(Decrease)
Direct cost of customer equipment	$	4,604	$	3,110	48.0%
Direct cost of VoIP and Live Tutor services		45,116		14,203	217.7%
Amortization		2,866		1,751	63.7%
Professional fees		146,483		549	26,581.8%
Selling, general and administrative		95,533		42,638	124.1%
Total	$	294,602	$	62,251	373.2%

1. 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~~operating ~~delivery~~expenses ~~system~~were $294,602 for ~~our Live Tutor services is~~ the ~~video~~year ~~phone.~~ended ~~However~~March 31, we2010 ~~plan~~and ~~to develop a new delivery system that includes video~~$62,251 ~~voice and whiteboard features called “Live Tutor Connect”. Live Tutor Connect is an application that allows~~ for ~~hosting~~the ~~live~~year ~~interactive~~ended ~~virtual~~March ~~classes~~31, ~~which allows instructors to interact with students through audio-video, chat, questions and answers, share presentations, documents and desktops screens online~~2009. ~~Live~~The ~~Tutor~~increase ~~Connect~~in operating isexpenses ~~a Windows based custom-built application software, tightly integrated to Live Tutor Learning Management System and~~ is ~~designed~~primarily ~~to work even in low bandwidth conditions without having~~ a ~~need~~result ~~for~~of ~~expensive~~an ~~leased~~increase ~~lines for Internet access. 3. Learning Management System: We plan on developing our Live Tutor Learning Management System (“LMS”)~~ in ~~order~~direct tocost ~~manage the delivery~~ of ~~tutoring~~VoIP and ~~services to students.~~ Live Tutor ~~LMS allows us to create learning programs~~services, ~~manage~~professional ~~schedules,~~fees ~~maintain a learning calendar~~ and ~~store data. In addition~~selling, wegeneral ~~anticipate that our Live Tutor LMS will integrate with Live Tutor Connect under a single login for registered users to access data, attend classes, manage content~~ and administration ~~interact with peers~~expenses. ~~Live Tutor LMS is customized and enhanced implementation of the open source MOODLE platform. MOODLE is an open source software for producing internet based courses and web sites.~~

12Our direct costs of VoIP and Live Tutor services increased from $14,203, during the year ended March 31, 2009, to $45,116, during the year ended March 31, 2010. The increase is primarily due to personnel costs in connection with Live Tutor platform development and testing.

~~4. Research & Development: We plan to continue research and development in order to make Live Tutor compatible with current technological trends and any future technology changes, including:~~14

~~Devices~~Direct –cost ~~Mobile~~of ~~handsets,~~computer ~~handheld~~equipment ~~PDA’s,~~consists ~~net~~of the original ~~books;~~purchase price of equipment.

~~Compatibility~~The ~~with~~significant ~~new~~increase ~~operating~~in ~~systems~~professional onfees from $549, during ~~personal~~the ~~computers~~year ended March 31, 2009, to $146,483, during the year ended March 31, 2010, is a result of legal and ~~other~~accounting ~~delivery~~fees ~~devices;~~in connection with our acquisition of Smartlinx VoIP and meeting our ongoing reporting obligations under the Exchange Act.

~~Deliver~~LIQUIDITY ~~learning~~AND onCAPITAL ~~low cost PC’s and thin clients;~~ RESOURCES

Operate on low bandwidths; and

Cash Flows
		Year Ended			Year Ended
		March 31, 2010			March 31, 2009
		(unaudited)			(unaudited)
Net Cash (Used In) Provided By Operating Activities	$	(196,588	)	$	(32,449	)
Net Cash Used In Investing Activities		(20,610	)		(13,628	)
Net Cash Provided By Financing Activities		203,649			49,101
Net Increase in Cash During Period	$	15,589		$	1,776

Operate on 3G and other wireless networks.

Working Capital
		At March 31, 2010			At March 31, 2009		Percentage
		(unaudited)			(unaudited)		Increase / (Decrease)
Current Assets	$	22,772		$	8,300		174.4%
Current Liabilities		(431,825	)		(128,050	)	237.2%
Working Capital Deficit	$	(409,053	)	$	(119,750	)	241.6%

~~Cash~~As ~~Requirements~~at ~~Over~~March 31, 2010, we had cash on hand of $21,258. Our working capital deficit increased from $119,750, as at March 31, 2009, to $408,942, as at March 31, 2010. The ~~Next~~increase ~~Twelve~~in ~~Months~~our working capital deficit is primarily due to an increase in accounts and loans payable as a result of our lack of capital to meet ongoing expenditures.

WeUnder ~~anticipate~~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 weis ~~will~~mutually ~~incur~~agreed. ~~over~~As of March 31, 2010, the ~~next~~outstanding ~~twelve~~balance ~~months~~ on the ~~following~~unsecured ~~expenses:~~loan from Nettlinx is $138,446.

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

During the year ended March 31, 2010, we entered into a loan agreement with a third party company whereby the third party company has agreed to lend us up to $25,000. The loan will bear interest at a rate of 6% per annum and is due on or before March 4, 2012.

~~Notes:~~During ~~(1)~~the ~~Includes~~year ~~legal~~ended ~~and~~March ~~accounting~~31, ~~expenses~~2010, ~~associated~~we ~~with~~completed ~~our reporting requirements under~~ the following ~~Securities~~equity ~~Exchange~~financings: ~~Act of 1934.~~

Our cash on hand as of September 30, 2009 is $20,286. As 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.

(a)	On September 30, 2009, we issued 6,750,000 post split units for proceeds of $50,000. 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 $0.0074 per share until September 29, 2011; and

(b)	On November 24, 2009, we issued 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.

~~RESULTS~~Financing ~~OF OPERATIONS~~ Requirements

~~Smartlinx~~Our ~~Inc.~~current ~~(formerly~~operating ~~Cignus~~funds ~~Ventures~~are ~~Inc.)~~not ~~(the~~sufficient ~~“Company”) acquired~~to ~~Smartlinx~~meet ~~VoIP Networks Private Limited (“Smartlinx VoIP”), a company~~our ~~incorporated~~current ~~under~~obligations. ~~the laws of India~~Therefore, onwe ~~October~~will 7,need ~~2009.~~to ~~The~~obtain ~~acquisition~~additional ~~of Smartlinx~~financing ~~VoIP is treated as a reverse acquisition for accounting purposes. As~~in ~~the~~order ~~acquisition occurred subsequent~~ to continue our ~~fiscal~~operations ~~year ended August 31, 2009 financial information for Smartlinx VoIP will not be included in this Annual Report.~~

Summary of Year End Results
							Percentage
		Year Ended			Year Ended		Increase /
		August 31, 2009			August 31, 2008		(Decrease)
Revenue	$	--		$	--		n/a
Expenses		(71,743	)		(56,579	)	26.8%
Net Loss		(71,743	)	$	(56,579	)	26.8%

On March 11, 2010 our Board of Directors approved a private placement offering (the "Foreign Offering") of up to 5,000,000 units (the “Units”) at a price of $0.40 US per Unit, with each Unit consisting of one share of our common stock and one share purchase warrant. Each warrant entitles the holder to purchase an additional share of common stock exercisable at a price of $0.50 US per share for a two-year period from the date of issuance. The Foreign Offering will be made to persons who are not “U.S. Persons” as defined in Regulation S of the Securities Act of 1933.

1315

~~Revenues~~Under the Foreign Offering, we may pay a commission or finders fee to duly licensed brokers and investment dealers of up to 10% of the cash proceeds of the offering and issue warrants to purchase up to 10% of the number of Units sold in the offering on the same terms as the placed warrants.

~~During~~We ~~the~~intend ~~year~~to ~~ended~~use ~~August~~the ~~31,~~proceeds ~~2009,~~of wethe ~~did~~Foreign ~~not~~Offering ~~earn any~~to ~~revenues.~~implement ~~Our~~our ~~ability~~plan toof ~~earn~~operation ~~revenues~~and ~~will~~for begeneral ~~dependent~~working oncapital ~~Smartlinx~~purposes. ~~VoIP~~There ~~generating~~is ~~significant~~no ~~revenues~~assurance ~~from~~that ~~its~~the ~~services.~~Foreign Offering or any part of it will be completed

~~Operating~~OFF-BALANCE ~~Expenses~~SHEET ARRANGEMENTS

~~The major components of our expenses for the years ended August 31, 2009 and 2008 are outlined in the table below:~~None.

					Percentage
		Year Ended		Year Ended	Increase /
		August 31, 2009		August 31, 2008	(Decrease)
Amortization	$	44	$	538	91.8%
Interest – Loans		4,348		2,115	105.6%
Mineral Property Exploration Costs		-		1,752	(100)%
Office and Sundry		3,032		3,929	(22.8)%
Professional Fees		58,501		45,091	29.7%
Transfer and Filing Fees		5,818		3,154	84.5%
Total Expenses	$	71,743	$	56,579	26.8%

CRITICAL ACCOUNTING POLICIES

~~The~~We ~~increase~~have inidentified ~~our~~certain ~~expenses~~accounting ~~was~~policies, ~~primarily a result of an~~described ~~increase in professional fees~~below, ~~transfer~~that ~~and~~are ~~filing~~most ~~fees~~important ~~and~~to the ~~accrual~~portrayal of ~~interest~~ onour ~~loans~~current ~~made~~financial condition toand usresults ~~during~~of ~~the year ended August 31, 2009~~operations.

~~Professional~~Use ~~fees consist~~ of ~~legal and accounting fees in connection with: (i) our acquisition of Smartlinx VoIP, and (ii) meeting our ongoing reporting requirements under the Exchange Act.~~Estimates

The ~~decrease~~preparation of financial statements in ~~mineral~~conformity ~~property~~with generally ~~exploration~~accepted ~~costs~~accounting isprinciples ~~due~~in to the ~~fact~~United States requires management to make estimates and assumptions that weaffect ~~allowed~~the ~~our~~reported ~~interests~~amount inof assets ~~our~~and ~~previous~~liabilities ~~mineral~~and ~~properties~~the todisclosure of contingent assets and liabilities ~~lapse~~at inthe ~~order~~date toof ~~avoid~~the ~~ongoing~~financial ~~costs~~statements ~~related~~and tothe ~~holding~~reported amount of revenues and expenses during the ~~properties~~reporting period. Actual results could differ from these estimates.

~~LIQUIDITY~~Foreign ~~AND~~Currency ~~CAPITAL RESOURCES~~ Translation

Cash Flows
		Year Ended			Year Ended
		August 31, 2009			August 31, 2008
Net Cash (Used In) Provided By Operating Activities	$	(34,973	)	$	(18,206	)
Net Cash Used In Investing Activities		(12,500	)		-
Net Cash Provided By Financing Activities		67,550			18,000
Net Increase (Decrease) in Cash During Period	$	20,077		$	(206	)

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.

Working Capital
							Percentage
		At August 31, 2009			At August 31, 2008		Increase / (Decrease)
Current Assets	$	20,286		$	209		9,606.2%
Current Liabilities		(173,914	)		(114,638	)	51.7%
Working Capital Deficit	$	(153,628	)	$	(114,429	)	34.3%

WeITEM ~~had cash on hand of $20,286 and a working capital deficit of $153,628 as of August 31, 2009 compared to a working capital deficit of $114,429 as of August 31, 2008~~8. ~~Our~~FINANCIAL ~~working~~STATEMENTS ~~capital~~AND ~~deficit~~SUPPLEMENTARY increased due to the fact that: (i) our accounts payable increased due to our lack of capital to meet our ongoing reporting requirements, and (ii) our sole source of financing came in the form of short term loans and equity financingsDATA.

~~During~~Unaudited ~~the~~Annual ~~year~~Financial ~~ended August 31~~Statements, ~~2009, we received loans totaling $22,550 from a shareholder. The loans are unsecured, bear interest at a rate of 10% and are due on demand.~~including:

141. Unaudited Consolidated Balance Sheets as at March 31, 2010 and 2009; 2. Unaudited Consolidated Statements of Operations for the years ended March 31, 2010 and 2009. 3. Unaudited Consolidated Statements of Cash Flows for the years ended March 31, 2010 and 2009. 4. Unaudited Consolidated Statement of Stockholders’ Equity (Deficiency) for the period from inception through March 31, 2010; and 5. Notes to the Unaudited Consolidated Financial Statements.

~~Subsequent to the year ended August 31, 2009, we completed the following equity financings:~~17

(a)	on September 30, 2009, we issued 6,750,000 post split units for proceeds of $50,000. 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 $0.0074 per share until September 29, 2011.
(b)	on November 24, 2009, we issued 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.

SMARTLINX INC.

~~Financing~~(formerly ~~Requirements~~Cignus Ventures Inc.)

AsCONSOLIDATED atFINANCIAL ~~August~~STATEMENTS 31, 2009, we had cash in the amount of $20,286. 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.

~~From~~(Expressed inception on March 10, 2005 to August 31, 2009, we have used our common stock to raise money for our property acquisition, for corporate expenses and to repay outstanding indebtedness. Since our inception, we have suffered aggregate losses in ~~the amount of $316,128 and net cash outflows from operations and are dependent upon obtaining financing to meet our current obligations~~U. ~~We expect to continue to incur substantial losses until we complete the development of our business~~S. ~~For~~Dollars) these reasons, our auditors stated in their report to our audited financial statements for the year ended August 31, 2009 that they have substantial doubt that we will be able to continue as a going concern. 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~~March ~~SHEET~~31, ~~ARRANGEMENTS~~2010 and 2009

~~None.~~(Unaudited & Unreviewed)

~~CRITICAL~~SMARTLINX ~~ACCOUNTING~~INC. ~~POLICIES~~ (formerly Cignus Ventures Inc.) CONSOLIDATED BALANCE SHEETS (Expressed in U.S. Dollars) (Unaudited & Unreviewed)

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

		March 31,			March 31,
		2010			2009

ASSETS

Current Assets
Cash (Note 4)	$	21,258		$	5,669
Receivables		1,103			2,631
Prepaid expenses		411			-
Deferred tax asset, less valuation allowance $249,309 (2008- $41,593) (Note 5)		-			-

Total Current Assets		22,772			8,300

Deposit		11,215			9,584
Equipment, net of accumulated amortization (Note 6)		14,326			8,789
Intangible (Note 7)		15,046			-


Total Assets	$	63,359		$	26,673

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

Current Liabilities
Accounts payable and accrued liabilities	$	197,100		$	4,916
Accounts payable and accrued liabilities –related parties (Note 8)		7,155			-
Loans Payable (Note 8 and 9)		227,570			123,134

Total Current Liabilities		431,825			128,050

Commitments and Contractual Obligations (Note 14)

Stockholders’ Deficiency
Common stock (Note 10)
Authorized 270,000,000 common shares with a par value of $0.001 per share
Issued and outstanding March 31, 2010 -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 (loss):
Foreign currency cumulative translation adjustment		(8,626	)		20,466
Deficit		(421,595	)		(134,606	)

Total Stockholders’ Deficiency		(368,466	)		(101,377	)

Total Liabilities and Stockholders’ Deficiency	$	63,359		$	26,673

History and Organization (Note 1)
Going Concern (Note 2)

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

~~The~~F-2 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.

~~Foreign~~SMARTLINX ~~Currency~~INC. ~~Translation~~ (formerly Cignus Ventures Inc.) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Expressed in U.S. Dollars) (Unaudited & Unreviewed)

		2010			2009

REVENUE

Customer Equipment	$	5,146		$	9,651
Telephone services		19,028			17,215
		24,174			26,866

EXPENSES

Direct cost of customer equipment		4,604			3,110
Direct cost of telephone services		45,116			14,203
Amortization		2,866			1,751
Professional fees		146,483			549
Selling, general and administrative		95,533			42,638
		294,602			62,251

LOSS BEFORE OTHER ITEM AND INCOME TAXES		(270,427	)		(35,385	)

Interest expense		(17,462	)		(7,376	)
Interest income		901			-

LOSS BEFORE INCOME TAXES		(286,989	)		(42,761	)
Provision for income taxes		-			-

NET LOSS		(286,989	)		(42,761	)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment		(29,092	)		25,351

COMPREHENSIVE LOSS	$	(316,081	)	$	(17,410	)

BASIC AND DILUTED NET LOSS PER SHARE	$	(0.01	)	$	(4.28	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		54,307,480			10,000

15The accompanying notes are an integral part of these consolidated financial statements.

~~ITEM~~F-3 ~~8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.~~

~~Audited~~SMARTLINX ~~Annual~~INC. ~~Financial~~ (formerly ~~Statements,~~Cignus ~~including:~~Ventures Inc.) CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in U.S. Dollars) (Unaudited & Unreviewed)

1. Report of Independent Registered Public Accounting Firm; 2. Consolidated Balance Sheets as at August 31, 2009 and 2008; 3. Consolidated Statements of Operations for the years ended August 31, 2009 and 2008, and accumulated from inception on March 10, 2005 to August 31, 2009; 4. Consolidated Statements of Cash Flows for the years ended August 31, 2009 and 2008, and accumulated from inception on March 10, 2005 to August 31, 2009; 5. Consolidated Statement of Stockholders’ Equity (Deficiency) for the period from inception through August 31, 2009; and 6. Notes to the Consolidated Financial Statements.

		2010			2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year	$	(286,989	)	$	(42,761	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization		2,866			1,751
Interest expense		-			7,377
Change in operating assets and liabilities:
Decrease (increase) in receivables		1,835			(110	)
Increase in prepaid expenses		(387	)		-
Increase in accounts payable and accrued liabilities ,		73,981			1,294
Increase in accounts payable and accrued liabilities –related parties		343			-
Increase in accrued interest payable		11,763			-

Net cash used in operating activities		(196,588	)		(32,449	)

CASH FLOWS FROM INVESTING ACTIVITIES
Equipment purchases		(6,315	)		(2,868	)
Intangible		(14,190	)		-
Purchase of deposit		(105	)		(10,760	)

Net cash used in investing activities		(20,610	)		(13,628	)

CASH FLOWS FROM FINANCING ACTIVITIES
Cash acquired from Smartlinx VOIP Networks Private Limited		5,325			-
Increase in loans payable		11,325			49,101
Issuance of common stock for cash		200,000			-

Net cash provided by financing activities		203,649			49,101

EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH DURING THE YEAR		29,138			(1,248	)

NET INCREASE IN CASH		15,589			1,776

CASH, BEGINNING OF YEAR		5,669			3,893

CASH, END OF YEAR	$	21,258		$	5,669

16Supplemental Disclosure with Respect to Cash Flows (Note 13)

~~SMARTLINX~~The ~~INC.~~accompanying ~~(formerly~~notes ~~Cignus~~are ~~Ventures~~an ~~Inc.)~~integral (Apart ~~Development~~of ~~Stage~~these consolidated ~~Company)~~financial ~~CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2009 and 2008 (Stated in U~~statements.S. ~~Dollars)~~

~~REPORT~~F-4 ~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

ToSMARTLINX ~~the~~INC. ~~Stockholders~~ (formerly ~~and~~Cignus ~~the~~Ventures Inc.) ~~Board~~ CONSOLIDATED ofSTATEMENT ~~Directors of~~OF STOCKHOLDERS’ DEFICIENCY ~~Smartlinx~~ (Expressed ~~Inc~~in U.S. Dollars) (~~formerly~~Unaudited ~~Cignus~~& ~~Ventures Inc.~~Unreviewed)

We have audited the accompanying consolidated balance sheets of Smartlinx Inc. (formerly Cignus Ventures Inc.) as at August 31, 2009 and 2008 and the related consolidated statements of operations, stockholders' equity (deficiency) and cash flows for the years then ended and for the period from inception on March 10, 2005 to August 31, 2009. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

	Common Stock							Accumulated
								Other
	Number				Additional			Comprehensive
	of Shares		Par Value		Paid-in Capital			Income (Loss)			Deficit			Total

Sale of common stock for cash, August 21, 2006	49,950,000	$	2,223	$	-		$	-		$	-		$	2,223

Net loss											(41,543	)		(41,543	)

Balance, March 31, 2007	49,950,000		2,223								(41,543	)		(39,320	)

Interest expense					3,163									3,163

Foreign currency translation adjustment								(4,885	)					(4,885	)

Net loss											(50,302	)		(50,302	)

Balance, March 31, 2008	49,950,000		2,223		3,163			(4,885	)		(91,845	)		(91,344	)

Interest expense					7,377									7,377

Foreign currency translation adjustment								25,351						25,351

Net loss											(42,761	)		(42,761	)

Balance, March 31, 2009	49,950,000		2,223		10,540			20,466			(134,606	)		(101,377	)

Recapitalization, October 7, 2009	8,775,000		56,502		(207,510	)								(151,008	)

Issuance of units for cash at $0.56 per unit, November 24, 2009	360,000		360		199,640									200,000

Foreign currency translation adjustment								(29,092	)					(29,092	)

Net loss											(286,989	)		(286,989	)

Balance, March 31, 2010	59,085,000	$	59,085	$	2,670		$	(8,626	)	$	(421,595	)	$	(368,466	)

WeThe ~~conducted~~accompanying ~~our~~notes ~~audits~~are ~~in accordance~~an ~~with~~integral ~~the~~part ~~standards~~ of ~~the~~these ~~Public~~consolidated ~~Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the~~ financial ~~statements~~ ~~are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial~~ statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

InF-5 our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at August 31, 2009 and 2008 and the results of its operations and its cash flows for the years then ended and for the period from inception on March 10, 2005 to August 31, 2009 in conformity with generally accepted accounting principles in the United States of America.

~~The~~SMARTLINX ~~accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern~~INC. As ~~discussed~~(formerly inCignus ~~Note 2~~Ventures ~~to the consolidated financial statements, the Company has been suffering recurring losses from operations and has working capital deficit as of August 31, 2009 and 2008~~Inc. ~~These~~) ~~matters~~NOTES ~~raise substantial~~TO ~~doubt~~THE ~~about~~CONSOLIDATED ~~the~~FINANCIAL ~~Company's~~STATEMENTS ~~ability~~(Expressed ~~to continue as a going concern. Management's plans~~ in ~~regards to these matters are discussed in Note 2~~U. ~~The~~S. ~~consolidated~~Dollars) ~~financial~~March ~~statements~~31, do2010 ~~not~~(Unaudited ~~include~~& ~~any adjustments that might result from the outcome of this uncertainty.~~ Unreviewed)

	“DAVIDSON & COMPANY LLP”
1.	HISTORY AND ORGANIZATION OF THE COMPANY
Vancouver, Canada	Chartered Accountants
	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 and is developing live video based tutoring services using a video enabled model and the Company’s Live Tutor website. 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.
December 15, 2009
	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 subsidiary, Smartlinx VoIP. All inter-company balances and transactions have been eliminated on consolidation.
	These unaudited and unreviewed 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 and unreviewed 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 March 31, 2010 and for all periods presented, have been included.

F-26

SMARTLINX INC. (formerly Cignus Ventures Inc.) (ANOTES ~~Development~~TO ~~Stage~~THE ~~Company)~~ CONSOLIDATED ~~BALANCE~~FINANCIAL ~~SHEETS~~STATEMENTS (~~Stated~~Expressed in U.S. Dollars) March 31, 2010 (Unaudited & Unreviewed)

		AUGUST 31,			AUGUST 31,
2.	GOING CONCERN
		2009			2008
	These 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.
ASSETS
	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.
Current Assets
3.	SIGNIFICANT ACCOUNTING POLICIES
Cash	$	20,286		$	209
	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:
Total Current Assets		20,286			209
	(a) Basis of preparation
Advance to Smartlinx VOIP Networks Private Limited (Note 1)		12,500			-
	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.
Office Equipment, net (Note 4)		-			44
	(b) Foreign currency translation
Total Assets	$	32,786		$	253
	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.
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
	(c) Use of estimates
Current Liabilities
	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.
Accounts payable and accrued liabilities	$	106,658		$	74,195
Accounts payable and accrued liabilities –related party (Note 6)		6,743			6,828
Loans payable -stockholder (Note 6)		60,513			33,615
Total Current Liabilities		173,914			114,638
Stockholders’ Deficiency
Common stock (Note 7)
Authorized:
270,000,000 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:
43,200,000 common shares at August 31, 2009 and 2008		16,000			16,000
Additional paid-in capital		114,000			114,000
Subscriptions received		45,000			-
Deficit accumulated during the exploration stage		(316,128	)		(244,385	)
Total Stockholders’ Deficiency		(141,128	)		(114,385	)
Total Liabilities and Stockholders’ Deficiency	$	32,786		$	253

~~Subsequent~~F-7 ~~Events (Note 9)~~

~~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) March 31, 2010 (Unaudited & Unreviewed)

F-3

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 March 31, 2010 and 2009.

	(f) Equipment

	Equipment is stated at historical cost, less accumulated depreciation and 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:

~~SMARTLINX~~Computer ~~INC.~~Equipment ~~(formerly~~–20% ~~Cignus~~ Furniture ~~Ventures~~& ~~Inc.)~~Fixtures (A– ~~Development~~5% ~~Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS (Stated in U.S. Dollars)~~

								CUMULATIVE
								AMOUNTS
								FROM
								INCEPTION
		YEAR			YEAR			(MARCH 10,
		ENDED			ENDED			2005) TO
		AUGUST 31,			AUGUST 31,			AUGUST 31,
		2009			2008			2009
EXPENSES
Amortization	$	44		$	538		$	1,613
Incorporation costs		-			-			1,271
Interest -loans		4,348			2,115			6,463
Management fees		-			-			44,100
Mineral property exploration costs		-			1,752			18,322
Office and sundry		3,032			3,929			21,994
Professional fees		58,501			45,091			199,984
Transfer and filing fees		5,818			3,154			16,828
Travel and promotion		-			-			5,553
LOSS BEFORE INCOME TAXES		71,743			56,579			316,128
Provision for income taxes		-			-			-
NET LOSS	$	71,743		$	56,579		$	316,128
BASIC AND DILUTED NET LOSS PER SHARE	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		43,200,000			43,200,000

(g) Intangible

~~The~~Intangibles ~~accompanying~~are ~~notes~~stated ~~are~~at anhistorical cost ~~integral~~and ~~part~~restated in USD using the closing exchange rate. Capitalized amounts relate to development costs of ~~these~~the Company’s Live Tutor software during the ~~consolidated~~application ~~financial~~development ~~statements~~stage. No depreciation is provided for as the software has not begun to generate revenues.

~~F-4~~(h) Income taxes

~~SMARTLINX~~A ~~INC.~~deferred ~~(formerly~~tax ~~Cignus~~asset ~~Ventures~~or ~~Inc~~liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards.) (ADeferred ~~Development~~tax ~~Stage~~expenses ~~Company~~(benefit) ~~CONSOLIDATED~~result ~~STATEMENTS~~from the OFnet ~~CASH~~change ~~FLOWS~~during ~~(Stated~~the inperiod Uof deferred tax assets and liabilities.S. ~~Dollars)~~

								CUMULATIVE
								AMOUNTS
								FROM
								INCEPTION
		YEAR			YEAR			(MARCH 10,
		ENDED			ENDED			2005) TO
		AUGUST 31,			AUGUST 31,			AUGUST 31,
		2009			2008			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(71,743	)	$	(56,579	)	$	(316,128	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization		44			538			1,613
Changes in non-cash working capital items:
Increase in accounts payable and accrued liabilities		32,463			33,892			106,658
Increase (decrease) in accounts payable and accrued liabilities
– related party		(85	)		1,828			6,743
Increase in accrued interest payable		4,348			2,115			6,463
Net cash used in operating activities		(34,973	)		(18,206	)		(194,651	)
CASH FLOWS FROM INVESTING ACTIVITIES
Office equipment purchase		-			-			(1,613	)
Advance to Smartlinx VOIP Networks Private Limited		(12,500	)		-			(12,500	)
Net cash used in investing activities		(12,500	)		-			(14,113	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		-			-			130,000
Subscriptions received		45,000						45,000
Proceeds from loans payable -stockholder		22,550			18,000			54,050
Net cash provided by financing activities		67,550			18,000			229,050
NET INCREASE (DECREASE) IN CASH		20,077			(206	)		20,286
CASH, BEGINNING OF PERIOD		209			415			-
CASH, END OF PERIOD	$	20,286		$	209		$	20,286
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

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.

~~The~~F-8 ~~accompanying notes are an integral part of these consolidated financial statements.~~

~~F-5~~SMARTLINX INC. (formerly Cignus Ventures Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) March 31, 2010 (Unaudited & Unreviewed)

SMARTLINX INC. (formerly Cignus Ventures Inc.) (A Development Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY) PERIOD FROM INCEPTION (MARCH 10, 2005) TO AUGUST 31, 2009 (Stated in U.S. Dollars)

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

	(i) 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:

	COMMON STOCK								DEFICIT
									ACCUMULATED
					ADDITIONAL				DURING THE
					PAID-IN		SUBSCRIPTIONS		EXPLORATION
	SHARES		AMOUNT		CAPITAL		RECEIVED		STAGE			TOTAL
Sale of common stock for cash at $0.00037 per share, March 21, 2005 (inception)	27,000,000	$	10,000	$	-	$	-	$	-		$	10,000
Sale of common stock for cash at $0.0074 per share, May 31, 2005	16,200,000		6,000		114,000		-		-			120,000
Net loss for the period	-		-		-		-		(38,626	)		(38,626	)
Balance, August 31, 2005	43,200,000		16,000		114,000		-		(38,626	)		91,374
Net loss for the year	-		-		-		-		(96,995	)		(96,995	)
Balance, August 31, 2006	43,200,000		16,000		114,000		-		(135,621	)		(5,621	)
Net loss for the year	-		-		-		-		(52,185	)		(52,185	)
Balance, August 31, 2007	43,200,000		16,000		114,000		-		(187,806	)		(57,806	)
Net loss for the year	-		-		-		-		(56,579	)		(56,579	)
Balance, August 31, 2008	43,200,000		16,000		114,000		-		(244,385	)		(114,385	)
Subscriptions received	-		-		-		45,000		-			45,000
Net loss for the year	-		-		-		-		(71,743	)		(71,743	)
Balance, August 31, 2009	43,200,000	$	16,000	$	114,000	$	45,000	$	(316,128	)	$	(141,128	)

Telephony support services revenue - 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.

~~The~~Customer ~~accompanying~~equipment ~~notes~~- ~~are~~Customer equipment anconsists ~~integral~~of ~~part~~revenues from sales of ~~these~~equipment directly to customers, ~~consolidated~~and ~~financial~~is ~~statements~~earned once the equipment has been delivered, and collection is reasonably estimated.

~~F-6~~(j) Direct cost of telephony services

~~SMARTLINX~~Direct ~~INC.~~costs ~~(formerly~~of ~~Cignus~~telephony ~~Ventures~~services consists ~~Inc.)~~of (Apersonnel ~~Development~~costs. ~~Stage~~For ~~Company)~~the ~~NOTES~~years TOended ~~CONSOLIDATED~~March ~~FINANCIAL~~31, ~~STATEMENTS~~2010 ~~AUGUST~~and 312009, ~~2009~~these personnel ~~(Stated~~costs inamounted Uto $45,116 and $14.S203, respectively. ~~Dollars)~~

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. 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 2009, the Company did not renew its three mineral claims. The Company is in the process of reorganizing its business.
	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 development 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.
	Subsequent to year-end, on October 7, 2009, the Company completed a Share Purchase Agreement (the “Share Purchase Agreement”) dated August 20, 2009 with Smartlinx VOIP Networks Private Limited (“Smartlinx”), Smartlinx Acquisition Corp. (“Cignus Sub”), David K. Ryan, the sole executive officer and director of Smartlinx at the time of entering into the Share Purchase Agreement, and Citiglobal Ltd. (“Citiglobal”), the sole shareholder of Smartlinx. Under the terms of the Share Purchase Agreement, Citiglobal transferred to Cignus Sub all of its rights, title and interest in and to Smartlinx. In consideration for Smartlinx, the Company issued to Citiglobal:
	(a) 8,775,000 shares of its common stock
	(b) warrants to acquire 11,475,000 shares of its common stock at an exercise price of $0.02 per share until October 6, 2011.
	Concurrently, Citiglobal purchased 27,000,000 shares of the Company’s common stock from Mr. Ryan for aggregate proceeds of $10,000. Completion of the acquisition resulted in the former sole shareholder of Smartlinx holding the majority of the Company`s issued and outstanding common stock. During the year ended August 31, 2009, the Company advanced $12,500 to Smartlinx. The advance is non-interest bearing and due on demand.
	Smartlinx was incorporated under the Companies Act of India and is in the business of providing support services to a related party who provides broadband Voice over Internet Protocol (“VoIP”) telephone services. Smartlinx has also been selling the equipment related to the VoIP telephone services. All of Smartlinx’s current operations are in India.
	On October 13, 2009, the Company changed its name to Smartlinx Inc. To effect the Name Change, the Company completed a merger of Cignus Sub, with and into the Company, with Smartlinx Inc. continuing as the sole surviving entity.

(k) Direct cost of customer equipment

F-Direct 7cost of customer equipment consists of the original purchase price of the equipment. For the ended March 31, 2010 and 2009, these costs amounted to $4,604 and $3,110, respectively.

~~SMARTLINX INC.~~ (~~formerly Cignus Ventures Inc.~~l) (AFair ~~Development~~value ~~Stage~~of ~~Company)~~financial instruments ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2009 (Stated in U.S. Dollars)~~

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.
	As shown in the accompanying consolidated financial statements, the Company has incurred a deficit of $316,128 for the period from inception (March 10, 2005) to August 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 August 31, 2009 and 2008, the Company had no cash equivalents.

The Company's financial instruments consist of cash, receivables, prepaid expenses, 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 13, 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.

FThe 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-8financial 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.

~~SMARTLINX~~F-9 ~~INC. (formerly Cignus Ventures Inc.) (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2009 (Stated in U.S. Dollars)~~

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
	(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.
	(e)	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.
	(f)	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.
	(g)	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.
	(h)	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 August 31, 2009 and 2008 there were no potentially dilutive instruments outstanding.

SMARTLINX INC.

(formerly Cignus Ventures Inc.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

March 31, 2010

(Unaudited & Unreviewed)

F-9

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

	(l) Fair value of financial instruments (continued)

	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:

~~SMARTLINX~~Level ~~INC.~~1 ~~(formerly~~– ~~Cignus~~quoted ~~Ventures~~prices ~~Inc.)~~in (Aactive markets ~~Development~~for ~~Stage~~identical ~~Company)~~assets ~~NOTES~~or TOliabilities ~~CONSOLIDATED~~ Level ~~FINANCIAL~~2 ~~STATEMENTS~~– ~~AUGUST~~quoted ~~31,~~prices ~~2009~~for similar ~~(Stated~~assets and liabilities in ~~U.S.~~active ~~Dollars~~markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
	(i)	Development stage
	The Company is a development stage company as defined in Accounting Standards Codificiation (“ASC”) 205-915-20 formerly 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.
	(j)	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.
	(k)	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.

The Company’s cash and deposit are classified within Level 1 of the fair value hierarchy because it is valued using quoted market prices in active markets.

~~F-10~~(m) Net loss per share

~~SMARTLINX~~Basic ~~INC.~~net ~~(formerly~~loss ~~Cignus~~per ~~Ventures~~share ~~Inc~~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 (Acomputed ~~Development~~under ~~Stage~~basic earnings ~~Company~~per share) ~~NOTES~~and TOpotentially ~~CONSOLIDATED~~dilutive ~~FINANCIAL~~shares ~~STATEMENTS~~of ~~AUGUST~~common stock. As of March 31, 2010 and 2009, ~~(Stated~~there inwere Uno potentially dilutive securities outstanding.S. ~~Dollars)~~

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
	(k)	Recent accounting pronouncements (continued)
	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 May 31, 2009 and the adoption did not have an impact on the financial statements. See Note 9 for the required disclosures.
	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 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 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.
	(l)	Reclassifications
	Certain amounts reported in the prior periods have been reclassified to conform to the current period’s presentation.

(n) Comprehensive income (loss)

~~F-11~~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.

~~SMARTLINX INC.~~ (~~formerly Cignus Ventures Inc.~~o) (ARecoverability ~~Development~~of ~~Stage~~Long ~~Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2009 (Stated in U.S. Dollars)~~Lived Assets

4Generally accepted accounting principles in the United States of America require that the recoverable amount of an asset, including equipment, should be estimated whenever there is an indication that the asset may be impaired. ~~OFFICE~~The ~~EQUIPMENT~~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.

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

F-10

InSMARTLINX ~~the~~INC. ~~event~~(formerly ~~that~~Cignus ~~facts~~Ventures 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 recognizedInc. ~~Management's~~) ~~estimates~~NOTES ofTO ~~revenues,~~THE ~~operating~~CONSOLIDATED ~~expenses,~~FINANCIAL ~~and~~STATEMENTS ~~operating~~(Expressed ~~capital are subject to certain risks and uncertainties which may affect the recoverability of the Company's investments~~ in ~~its assets~~U.S. ~~Although~~Dollars) ~~management has~~March ~~made its best estimate of these factors based on current conditions~~31, it2010 ~~is possible~~(Unaudited ~~that~~& ~~changes could occur which could adversely affect management's estimate of the net cash flow expected to be generated from its operations.~~Unreviewed)

F-12

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

	(p) 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.

	In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements, amending ASC 820. ASU 2010-06 requires entities to provide new disclosures and clarify existing disclosures relating to fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2010-06, but does not expect its adoption to have a material impact on the Company’s financial position or results of operations.

	In February 2010, the FASB issued ASU 2010-09, Subsequent Events (Topic 855), amending ASC 855. ASU 2010-09 removes the requirement for an SEC filer to disclose a date relating to its subsequent events in both issued and revised financial statements. ASU 2010-09 also eliminates potential conflicts with the SEC’s literature. Most of ASU 2010-09 is effective upon issuance of the update. The Company adopted ASU 2010- 09 in February 2010, and its adoption did not have a material impact on the Company’s financial reporting and disclosures.

	(q) Reclassifications

	Certain amounts reported in the prior periods have been reclassified to conform to the current period’s presentation.

~~SMARTLINX~~F-11 ~~INC. (formerly Cignus Ventures Inc.) (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2009 (Stated in U.S. Dollars)~~

5SMARTLINX ~~DEFERRED~~INC. ~~INCOME~~(formerly ~~TAXES~~Cignus ~~Income~~Ventures ~~tax~~Inc.) ~~benefits~~NOTES ~~attributable~~TO toTHE ~~losses~~CONSOLIDATED ~~from~~FINANCIAL ~~United~~STATEMENTS ~~States~~(Expressed ofin ~~America~~U.S. ~~operations~~Dollars) ~~was~~March ~~$Nil for the years ended August~~ 31, ~~2009~~2010 ~~and~~(Unaudited ~~2008,~~& ~~and differed from the amounts computed by applying the United States of America federal income tax rate of 34% percent to pretax losses from development stage activities as a result of the following:~~Unreviewed)

		Year Ended			Year Ended
		August 31,			August 31,
		2009			2008
Loss for the year	$	(71,743	)	$	(56,579	)
Computed expected tax benefit		(24,393	)		(19,237	)
Increase in valuation allowance		24,393			19,237
Income tax recovery	$	-		$	-

4.	CASH

	Cash consists of:

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at August 31, 2009 and 2008, is presented below:

		March 31,		March 31,
		2010		2009

Cash on hand	$	2,292	$	2,076
Cash at bank		18,966		3,593

	$	21,258	$	5,669

		2008			2007
Deferred tax assets:
Net operating loss carry forwards		(107,473	)		(83,080	)
Valuation allowance		107,743			83,080
Total deferred tax assets	$	-		$	-

Restricted Cash and cash equivalents

The ~~valuation~~Company ~~allowance~~does ~~for~~not ~~deferred tax~~have ~~assets~~any ascash ~~of August 31, 2009~~ and ~~2008 was $107,743 and $83,080,~~ ~~respectively.~~cash Inequivalents ~~assessing~~that ~~the~~are ~~realizability~~pledged ofwith ~~deferred~~any ~~tax~~authority ~~assets, management considers whether it is more likely than not that some portion~~ or ~~all~~institution ofand ~~the~~are ~~deferred~~restricted ~~tax~~for ~~assets will not be realized~~use. The ~~ultimate~~Company ~~realization~~currently ofhas ~~deferred tax~~a ~~assets~~deposit iswith ~~dependent~~an ~~upon~~Indian ~~the~~bank ~~generation~~for 500,000 of(USD ~~future~~$11,215) ~~taxable~~Rupees ~~income~~with ~~during~~8% ~~the periods~~interest, in which ~~those~~matures ~~temporary~~on ~~differences~~February ~~become deductible~~13, 2012.

AF-12 ~~summary of loss carry forwards and year of expiration at August 31, 2009, is as follows:~~

		Amount		Expiration
2005	$	(38,626	)	2025
2006		(96,995	)	2026
2007		(52,185	)	2027
2008		(56,579	)	2028
2009		(71,743	)	2029
Total loss carry forwards	$	(316,128	)

SMARTLINX INC.

(formerly Cignus Ventures Inc.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

March 31, 2010

(Unaudited & Unreviewed)

~~F-13~~5. DEFERRED INCOME TAXES Income tax benefits attributable to losses from United States of America operations was $Nil for the years ended March 31, 2010 and 2009, and differed from the amounts computed by applying the United States of America federal income tax rate of 34 percent to pretax losses from development stage activities as a result of the following:

SMARTLINX INC. (formerly Cignus Ventures Inc.) (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2009 (Stated in U.S. Dollars)

		Year Ended			Year Ended
		March 31,			March 31,
		2010			2009

Loss for the year	$	(286,989	)	$	(42,761	)

Computed "expected" tax benefit	$	(97,576	)	$	(14,539	)
Foreign tax rate differentials		5,065			1,326
Change in valuation allowance		92,511			13,213

Income tax recovery	$	-		$	-

6.The ~~RELATED~~tax ~~PARTY~~effects ~~TRANSACTIONS~~of ~~Accounts~~temporary differences ~~payable~~that ~~and~~give ~~accrued~~rise ~~liabilities At August 31, 2009 and 2008 included in accounts payable and accrued liabilities –related party is $6,743 and $6,828 owed~~ to ansignificant ~~officer~~portions ~~and director~~ of the ~~Company.~~deferred ~~Amounts~~tax ~~due to~~ assets and ~~from~~deferred ~~officers~~tax ~~and~~liabilities 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%~~March ~~per annum. During the year ended August~~ 31, ~~2008,~~2010 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. 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 year ended August 31,~~ 2009 ~~and 2008 totaled $4~~,~~348~~ ~~and~~is ~~$2,115,~~presented ~~respectively.~~below: 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 March 21, 2005, the Company issued 27,000,000 (10,000,000 before split) shares of its common stock at $0.001 per share in a private placement transaction. On May 31, 2005, the Company issued 16,200,000 (6,000,000 before split) shares of its common stock at $0.02 per share in a private placement transaction. 8. 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.

F-14

		2010			2009

Deferred tax assets:
Net operating loss carry forwards – US	$	157,230		$	-
Net operating loss carry forwards – India		92,079			41,593

Valuation allowance		(249,309	)		(41,593	)

Total deferred tax assets	$	-		$	-

~~SMARTLINX~~The ~~INC~~valuation allowance for deferred tax assets as of March 31, 2010 and 2009 was $249,309 and $41,593, respectively. In ~~(formerly~~assessing ~~Cignus~~the ~~Ventures~~realizability ~~Inc~~of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.) (AThe ~~Development~~ultimate ~~Stage~~realization ~~Company)~~of ~~NOTES~~deferred TOtax ~~CONSOLIDATED~~assets ~~FINANCIAL~~is dependent ~~STATEMENTS~~upon ~~AUGUST~~the ~~31,~~generation ~~2009~~of ~~(Stated~~future taxable income during the periods in which Uthose temporary differences become deductible.S. ~~Dollars)~~

9.	SUBSEQUENT EVENTS
	On September 30, 2009 the Company issued 6,750,000 units at a price of $0.0074 per unit, for aggregate proceeds of $50,000 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 entitles the holder to purchase one additional share of the Company’s common stock at a price of $0.0074 per share for a period of two years from the date of closing.
	On October 7, 2009, the Company completed a Share Purchase Agreement (the “Share Purchase Agreement”) dated August 20, 2009 with Smartlinx VOIP Networks Private Limited (“Smartlinx”), Smartlinx Acquisition Corp. (“Cignus Sub”), David K. Ryan, the sole executive officer and director of Smartlinx at the time of entering into the Share Purchase Agreement, and Citiglobal Ltd. (“Citiglobal”), the sole shareholder of Smartlinx. Under the terms of the Share Purchase Agreement, Citiglobal transferred to Cignus Sub all of its rights, title and interest in and to Smartlinx. In consideration for Smartlinx, the Company issued to Citiglobal:
	(a) 8,775,000 shares of its common stock
	(b) warrants to acquire 11,475,000 shares of its common stock at an exercise price of $0.0074 per share until October 6, 2011.
	Concurrently, Citiglobal purchased 27,000,000 shares of the Company’s common stock from Mr. Ryan for aggregate proceeds of $10,000. Completion of the acquisition resulted in the former sole shareholder of Smartlinx holding the majority of the Company`s issued and outstanding common stock.
	On October 13, 2009, the Company changed its name to Smartlinx Inc. To effect the Name Change, the Company completed a merger of Cignus Sub, with and into the Company, with Smartlinx Inc. continuing as the sole surviving entity.
	On November 24, 2009 the Company issued 360,000 units at a price of $0.5555 per unit, for aggregate 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 entitles 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.
	There were no further subsequent events as of December 15, 2009.

The losses in India may be carried forward to 2030 and the losses in the United States expire through to 2025.

F-1513

~~ITEM~~SMARTLINX 9INC. ~~CHANGES~~(formerly INCignus ~~AND~~Ventures ~~DISAGREEMENTS~~Inc.) ~~WITH~~NOTES ~~ACCOUNTANTS~~TO ONTHE ~~ACCOUNTING~~CONSOLIDATED ~~AND~~ FINANCIAL ~~DISCLOSURE~~STATEMENTS (Expressed in U.S. Dollars) March 31, 2010 (Unaudited & Unreviewed)

~~None~~6. EQUIPMENT

ITEM 9AT. CONTROLS AND PROCEDURES.

				Accumulated
		Cost		Amortization		Net

March 31, 2010
Computer equipment	$	20,372	$	6,613	$	13,759
Furniture and fixtures		666		99		567

	$	21,038	$	6,712	$	14,326

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

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

~~Disclosure~~7. ~~Controls and Procedures~~INTANGIBLE

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 August 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 below.

				Accumulated
		Cost		Amortization		Net

March 31, 2010
Live Tutor software	$	15,046	$	-	$	15,046

March 31, 2009
Live Tutor software	$	-	$	-	$	-

~~Disclosure~~8. ~~controls~~LOAN ~~and~~PAYABLE ~~procedures~~During ~~are~~the ~~those~~year ~~controls~~ended ~~and procedures~~March ~~that~~31, ~~are~~2010, ~~designed~~a toloan ~~ensure~~was ~~that~~granted ~~information~~from ~~required~~a tothird beparty ~~disclosed in~~company ~~our~~totaling ~~reports filed or submitted under the Exchange Act are recorded~~$25, ~~processed,~~000. ~~summarized~~The ~~and~~loan ~~reported~~bears ~~within~~interest ~~the~~at ~~time~~6% ~~periods~~per ~~specified~~annum ~~in the SEC's rules~~ and ~~forms.~~is ~~Disclosure~~due ~~controls~~March ~~and procedures include~~4, ~~without limitation,~~2012. ~~controls~~Interest ~~and~~accrued ~~procedures designed~~ to ~~ensure~~date ~~that~~totals ~~information~~$111. ~~required to~~Interest beexpense ~~disclosed~~included in ~~our reports filed under~~ the ~~Exchange~~statement ~~Act~~of isoperations ~~accumulated~~for ~~and communicated~~the toyear ~~management,~~ended ~~including~~March ~~our Chief Executive Officer and Chief Financial Officer~~31, to2010 ~~allow~~totaled ~~timely decisions regarding required disclosure~~$111.

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10F-K14 ~~for the year ended August 31, 2009 fairly present our financial condition, results of operations and cash flows in all material respects.~~

~~Management's~~SMARTLINX ~~Annual~~INC. ~~Report~~(formerly onCignus ~~Internal~~Ventures ~~Control~~Inc.) ~~Over Financial~~NOTES ~~Reporting~~TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) March 31, 2010 (Unaudited & Unreviewed)

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

9.	RELATED PARTY TRANSACTIONS

	Nettlinx

	The Company has entered into transactions with Nettlinx as follows:

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

		Year		Year
		Ended		Ended
		March 31,		March 31,
		2010		2009

Sales to Nettlinx	$	19,028	$	26,866
Purchases from Nettlinx	$	4,604	$	-
Rent to Nettlinx	$	19,905	$	-
Unsecured loan from Nettlinx	$	138,446	$	123,134

~~Management~~The ~~recognizes~~Unsecured ~~that~~loan ~~there~~from ~~are~~Nettlinx ~~inherent~~is ~~limitations in~~a ~~the~~ line ~~effectiveness~~ of ~~any~~credit ~~system~~up ofto ~~internal~~INR ~~control~~10,000,000 ~~and~~(USD ~~accordingly~~$222,074). ~~even~~The loan bore an interest ~~effective~~ rate ~~internal~~of ~~control~~6% ~~can~~per ~~provide~~annum ~~only~~and ~~reasonable~~was ~~assurance~~payable ~~with~~at ~~respect~~the toNovember 18, 2009. During the ~~financial~~ quarter ~~statement~~ended ~~preparation~~December 31, 2009, the loan was extended and ~~may~~is ~~not~~payable ~~prevent~~on or before ~~detect~~November ~~material misstatements~~18, 2012. InThe ~~addition~~net amount outstanding as of March 31, ~~effective~~2010 ~~internal~~was INR ~~control~~6,234,221 at(USD a$138,446) ~~point~~which inincludes ~~time~~interest ~~may~~payable of INR 429,612 (USD ~~become~~ $9,541). ~~ineffective~~The innet ~~future~~amount ~~periods~~outstanding ~~because~~as of ~~changes~~March in31, ~~conditions~~2009 orwas ~~due~~INR to6,423,910 (USD ~~deterioration~~ $123,134). inNettlinx waived the ~~degree~~required payment of ~~compliance~~interest ~~with~~for ~~our~~the ~~established~~year ~~policies~~ended March 31, 2009. The Company has accounted for the interest expense as a shareholder contribution and it is included in additional paid-in capital as of ~~procedures~~ March 31, 2010 and 2009.

AThe ~~material~~Company ~~weakness~~has isreviewed aits ~~significant~~related party ~~deficiency,~~transactions orand ~~combination of~~balances ~~significant~~and ~~deficiencies,~~has concluded that ~~results~~these intransactions ~~there~~are measured ~~being~~at athe ~~more~~exchange ~~than~~amounts ~~remote likelihood~~and ~~that~~under anormal ~~material~~commercial ~~misstatement~~terms ofand that the transactions ~~annual~~would orhave ~~interim~~been ~~financial statements~~the ~~will~~same ~~not~~had bethe ~~prevented~~parties orbeen ~~detected~~non-related.

~~Under~~Receivables the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation

17At March 31, 2010, included in receivables is INR 23,287 (USD $517) owed from a director and officer to Smartlinx VoIP for travel expenses. Amounts due to and from officers and directors are unsecured, non-interest bearing and due on demand.

~~under~~Accounts ~~this~~payable ~~framework,~~and ~~management concluded that our internal~~accrued ~~control~~ liabilities ~~over financial reporting was not effective as of the Evaluation Date.~~

~~Management~~At ~~assessed~~March ~~the~~31, ~~effectiveness~~2010, included in accounts payable and accrued liabilities –related party is $6,871 owed to a former officer and director of the Company’s. ~~internal control~~Amounts ~~over~~due ~~financial~~to ~~reporting~~and asfrom ofofficers ~~Evaluation~~and directors ~~Date~~are unsecured, non-interest bearing and ~~identified~~due ~~the following~~on ~~material~~demand. ~~weaknesses:~~

~~Insufficient~~At ~~Resources:~~March We31, ~~have~~2010, anincluded ~~inadequate~~in ~~number~~accounts payable ofand accrued liabilities –related party is INR 12,786 (USD $284) owed to ~~personnel~~ a ~~with~~director ~~requisite~~and ~~expertise~~officer inof ~~the~~Smartlinx ~~key~~VoIP ~~functional~~for ~~areas~~reimbursement of ~~finance~~travel expenses. Amounts due to and from officers and directors are unsecured, non-interest ~~accounting~~ bearing and due on demand.

~~Inadequate~~F-15 ~~Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.~~

~~Lack~~SMARTLINX ofINC. ~~Audit~~(formerly ~~Committee~~Cignus &Ventures ~~Outside~~Inc.) ~~Directors~~NOTES onTO ~~the Company’s~~THE ~~Board~~CONSOLIDATED ofFINANCIAL ~~Directors:~~STATEMENTS We(Expressed doin ~~not~~U.S. ~~have~~Dollars) aMarch ~~functioning audit committee and outside directors on the Company’s Board of Directors~~31, ~~resulting~~2010 ~~in ineffective~~(Unaudited ~~oversight~~& ~~in the establishment and monitoring of required internal controls and procedures.~~ Unreviewed)

Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.

9.	RELATED PARTY TRANSACTIONS (continued)

	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 year ended August 31, 2009, several additional loans were granted from the same stockholder totaling $22,550. During the year ended March 31, 2010, 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 $9,763. Interest expense included in the statement of operations for the year ended March 31, 2010 totaled $2,845.

10.	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.

~~Management,~~F-16 including our Chief Executive Officer and the Chief Financial Officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

~~This~~SMARTLINX ~~annual~~INC. ~~report~~(formerly ~~does~~Cignus ~~not~~Ventures ~~include~~Inc.) anNOTES ~~attestation~~TO ~~report~~THE ~~of our~~CONSOLIDATED ~~registered~~FINANCIAL ~~public~~STATEMENTS ~~accounting~~(Expressed ~~firm~~in ~~regarding internal control over financial reporting~~U.S. ~~Management's~~Dollars) ~~report~~March ~~was~~31, ~~not~~2010 ~~subject~~(Unaudited to& ~~attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.~~Unreviewed)

~~Changes~~11. ~~in internal control over financial reporting~~WARRANTS

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

			Weighted Average
	Number		Exercise Price

Warrants outstanding, March 31, 2009	-	$	-
Granted	18,585,000		0.02
Exercised	-		-
Expired	-		-
Warrants outstanding, March 31, 2010	18,585,000	$	0.02

~~Limitations~~A onsummary ~~the effectiveness~~ of ~~controls~~warrants ~~and~~outstanding at ~~procedures~~ March 31, 2010 is as follows:

Our management, including our Chief Executive Officer and the Chief Financial Officer, do not expect that the our controls and procedures will prevent all potential errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

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

ITEM 9B. OTHER INFORMATION.

12.	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.

13.	COMMITMENTS AND CONTRACTUAL OBLIGATIONS

	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 $266,488) 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 $1,332,442) 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.

~~Adoption~~F-17 ~~of Audit Committee Charter~~

OnSMARTLINX ~~December~~INC. ~~10,~~(formerly ~~2009,~~Cignus weVentures ~~adopted~~Inc.) anNOTES ~~Audit~~TO ~~Committee~~THE ~~Charter which~~CONSOLIDATED ~~provides~~FINANCIAL ~~appropriate~~STATEMENTS ~~guidance~~(Expressed toin ~~audit committee members as to their duties~~U.S. ~~The~~Dollars) ~~audit~~March ~~committee~~31, ~~functions~~2010 ~~are~~(Unaudited ~~performed~~& ~~by our Board of Directors. Our audit committee is responsible for:~~Unreviewed)

1. Selection and oversight of our independent accountant; 2. Establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and audit matters; 3. Establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and audit methods;

13.	COMMITMENTS (continued)

	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 $1,666), for three years of the Live Tutor Virtual Learning Environment, by June 1, 2010; and

	(b)	pay INR 10 (USD $0.22) per hour of Live Tutor Connect.

	On March 25, 2010, Smartlinx VoIP entered into an agreement for VoIP support services with Nettlinx. In consideration of these services, Nettlinx has agreed to pay INR 80,000 (US $1,777) per month for 12 months.

14.	SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS



		Year		Year
		Ended		Ended
		March 31,		March 31,
		2010		2009

Cash paid for:
Interest	$	4,940	$	-
Income taxes	$	-	$	-

4.	Engaging outside advisors; and
5.	Funding for the outside auditor and any outside advisors engaged by the audit committee.

Non-cash Transactions

~~Our~~Investing ~~Audit~~and ~~Committee~~financing ~~Charter~~activities isthat do ~~attached~~not ashave an ~~exhibit~~impact toon ~~this Annual~~current ~~Report~~cash onflows ~~Form~~are ~~10-K~~excluded ~~for~~from the ~~year~~statement ~~ended~~of cash ~~August 31, 2009~~flows.

19During the period from inception (August 12, 2006) to March 31, 2010, the Company issued 8,775,000 common shares for the acquisition of Smartlinx VoIP.

~~PART~~During ~~III~~the year ended March 31, 2009, the Company accrued interest expense of $7,377 on the Nettlinx loan as additional paid in capital.

~~ITEM~~There ~~10.~~were ~~DIRECTORS,~~no ~~EXECUTIVE~~other ~~OFFICERS~~significant non-cash ~~AND~~transactions ~~CORPORATE~~for ~~GOVERNANCE~~the years ended March 31, 2010 and 2009.

~~The~~F-18 ~~following tables set forth information regarding our executive officers and directors:~~

Name	Age	Positions
Abraham Joy	34	Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director
Job Thomas	46	Director
Sunder Raj	46	Director

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

~~Set forth below is a brief description of the background and business experience of each of the listed executive officers and directors for at least the past five years~~None.

~~Abraham~~ITEM ~~Joy was appointed as our Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and as a member of our Board of Directors on October 7, 2009~~9AT. ~~Mr. Joy is a managing~~ CONTROLS ~~director~~AND ~~of ETC Investments & Consulting Pvt~~PROCEDURES. Ltd. in India. He is also an independent Consultant for International Project Development. Prior to working at ETC Investments & Consulting Pvt. Ltd. in India, Mr. Joy was a management director of ETC GmbH, in Germany. Mr. Joy started his career in Human Resources Training at Warner Bros. Movie World, Germany after obtaining a Business Management education from the International Business School in Lippstadt, Germany and West Virginia University, USA.

~~Job~~Disclosure ~~Thomas~~Controls ~~was appointed as a member of our Board of Directors on October 7, 2009. Mr. Thomas has over 25 years of IT exposure~~ and ~~has~~ ~~worked~~Procedures in various managerial positions. Prior to closing of the acquisition, Mr. Thomas is currently a director and the Chief Operating Officer of Smartlinx. Prior to his appointment to Smartlinx, Mr. Thomas was the regional business systems manager of Hindustan Coca-Cola Bottling Company Limited, India. Mr. Thomas obtained a Bachelor of Science (Mathematics) from Calicut University in 1983 and a PG Diploma (Personnel Management & Industrial Relations) from St. Joseph’s College of Business Administration in 1985.

~~Sunder~~We ~~Raj~~carried ~~was~~out ~~appointed~~an asevaluation aof ~~member~~the effectiveness of our disclosure ~~Board~~controls ~~of Directors~~and onprocedures ~~October~~(as 7,defined ~~2009.~~in ~~Mr.~~Exchange ~~Raj~~Act isRules ~~currently~~13a-15(e) and a15d-15(e)) ~~director~~as of ~~Smartlinx.~~March ~~In 1986~~31, ~~Mr.~~2010 ~~Raj~~(the ~~co-founded~~“Evaluation CSDate”). ~~Software~~This ~~Enterprise~~evaluation ~~Limited~~was carried ~~and~~out ~~acted~~under asthe ~~Executive Director~~supervision and ~~CEO.~~with ~~During~~the ~~his~~participation ~~tenure~~of asour CSChief Executive ~~Software~~Officer ~~Enterprise~~and ~~Limited,~~Chief MrFinancial Officer. ~~Raj was~~Based ~~responsible~~upon ~~for~~that ~~the overall business strategy~~evaluation, ~~developing~~our Chief ~~business~~Executive ~~plans~~Officer and ~~goals~~ ~~and~~Chief ~~management~~Financial ofOfficer ~~project~~concluded ~~teams.~~that ~~Mr.~~our disclosure ~~Raj~~controls ~~obtained~~and aprocedures ~~Bachelor~~were ~~of Engineering~~not ~~from~~effective ~~Osmania~~as ~~University~~of inthe ~~1983~~Evaluation ~~and~~Date as a ~~Master~~result of ~~Technology~~the ~~in Electrical~~material ~~Engineering~~weaknesses ~~from~~in ~~the~~internal ~~Indian~~control ~~Institute~~over offinancial reporting ~~Technology~~discussed ~~in 1985~~below.

~~Term~~Disclosure ofcontrols ~~Office~~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.

~~Members~~Notwithstanding ofthe ~~our~~assessment ~~board~~that ofour ~~directors~~internal ~~are~~control ~~appointed to hold office~~over ~~until~~financial ~~the~~reporting ~~next~~was ~~annual~~not ~~meeting~~effective ofand ~~our~~that ~~stockholders~~there orwere ~~until~~material ~~his~~weaknesses ~~or her successor~~as isidentified ~~elected~~in ~~and~~this ~~qualified~~report, orwe ~~until~~believe hethat orour ~~she~~financial ~~resigns~~statements orcontained isin our ~~removed~~Annual inReport ~~accordance with~~on ~~the~~Form ~~provisions~~10-K offor the ~~Nevada~~year ~~Revised~~ended ~~Statutes~~March ~~(the~~31, ~~“NRS”).~~2010 ~~Our~~fairly ~~officers are~~present ~~appointed~~our byfinancial ~~our~~condition, ~~board~~results of ~~directors~~operations and ~~hold~~cash ~~office~~flows ~~until~~in ~~removed~~all ~~by the~~material ~~board~~respects.

~~Significant~~Management's ~~Employees~~Annual Report on Internal Control Over Financial Reporting

WeOur ~~have~~management nois ~~significant~~responsible ~~employees~~for ~~other~~establishing ~~than~~and ~~our~~maintaining adequate ~~officers~~internal ~~and~~control over financial reporting, as such term is defined in ~~directors~~Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

~~Committees~~Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the ~~Board~~transactions Ofand dispositions ~~Directors~~of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

~~Our~~Management ~~audit~~recognizes ~~committee~~that ~~presently~~there ~~consists~~are inherent limitations in the effectiveness of ~~our~~any ~~directors~~system of internal control, and accordingly, even ~~officers.~~effective Weinternal docontrol can provide only reasonable assurance with respect to financial statement preparation and may not ~~have~~prevent aor ~~compensation~~detect ~~committee,~~material misstatements. ~~nominating~~In ~~committee~~addition, aneffective internal control at a point in time may ~~executive~~become ~~committee~~ineffective ofin ~~our~~future ~~board~~periods because of ~~directors,~~changes ~~stock~~in ~~plan~~conditions ~~committee~~ or ~~any~~due ~~other~~to ~~committees~~deterioration in the degree of compliance with our established policies and procedures.

~~Our~~A ~~board~~material ofweakness ~~directors~~is ~~perform the functions of~~ a ~~nominating committee~~significant ~~and~~deficiency, ~~oversees~~or ~~the process by which individuals may be nominated to our~~combination ~~board~~ of ~~directors.~~significant ~~The~~deficiencies, ~~current~~that ~~size~~results ofin ~~our~~there ~~board~~being ofa ~~directors~~more ~~does~~than ~~not~~remote ~~facilitate~~likelihood ~~the~~that ~~establishment of~~ a ~~separate~~material ~~committee.~~misstatement ~~We hope to establish a separate nominating committee consisting~~ of ~~independent~~the ~~directors,~~annual ifor ~~the~~interim ~~number~~financial ofstatements ~~our~~will ~~directors~~not isbe ~~expanded~~prevented or detected.

~~Audit~~Under ~~Committee~~the supervision and with the participation of our Chief Executive Officer and Chief Financial ~~Expert~~Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.

We have no audit committee financial expert serving on our audit committee. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted.18

~~Code~~Management assessed the effectiveness of ~~Ethics~~the Company’s internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:

WeInsufficient ~~adopted~~Resources: aWe ~~Code~~have ofan ~~Ethics~~inadequate ~~applicable~~number ~~to our Chief Executive Officer, Chief Financial Officer, Corporate Controller and certain other finance executives, which is a “code~~ of ~~ethics” as defined by applicable rules of the~~ ~~SEC.~~personnel ~~Our~~with ~~Code~~requisite ofexpertise ~~Ethics~~in ~~is attached as an exhibit to our Quarterly Report on Form 10-QSB for~~ the ~~quarter~~key ~~ended~~functional ~~May~~areas ~~31, 2006. If we make any amendments to our Code~~ of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer, Corporate Controller, or certain other finance ~~executives, we will disclose the nature of the amendment or waiver, its effective date~~ and ~~to whom it applies in~~ ~~a Current Report on Form 8-K filed with the SEC~~accounting.

~~Compliance~~Inadequate ~~With~~Segregation ~~Section~~of ~~16(A)~~Duties: OfWe ~~The~~have ~~Securities~~an ~~Exchange~~inadequate ~~Act~~number of personnel to properly implement control procedures.

~~Section~~Management ~~16(a)~~is ofcommitted ~~the~~to ~~Exchange~~improving ~~Act~~its ~~requires~~internal ~~our~~controls ~~executive~~and ~~officers~~will ~~and~~(1) ~~directors,~~continue ~~and~~to ~~persons~~use ~~who~~third ~~own~~party ~~more~~specialists ~~than~~to ~~10%~~address ofshortfalls ~~a registered class~~in ofstaffing ~~our~~and ~~securities (“Reporting Persons”),~~ to ~~file~~assist ~~reports~~the ofCompany ~~ownership and changes in ownership~~ with ~~the~~accounting ~~SEC.~~and ~~Reporting~~finance ~~Persons are required by SEC~~responsibilities, ~~regulations~~(2) toincrease ~~furnish~~the usfrequency ~~with copies~~ of ~~all~~independent ~~forms~~reconciliations ~~they~~of ~~file pursuant to Section~~significant ~~16(a).~~accounts ~~Based~~which ~~solely~~will onmitigate ~~our~~the ~~review~~lack of ~~such~~segregation ~~reports~~of ~~received~~duties byuntil ~~the~~there ~~Company, we~~are ~~believe~~sufficient ~~that,~~personnel ~~during~~and ~~the~~(3) ~~year~~may ~~ended~~consider ~~August~~appointing ~~31,~~outside ~~2009,~~directors ~~all~~and ~~Reporting Persons~~audit ~~complied~~committee ~~with~~members ~~all~~in ~~Section~~the ~~16(a) filing requirements applicable to them~~future.

~~ITEM~~Due ~~11.~~to ~~EXECUTIVE~~the ~~COMPENSATION~~nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

~~SUMMARY~~This ~~COMPENSATION~~annual ~~TABLE~~report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

~~The~~Changes ~~following table sets forth total compensation paid to or earned by our named executive officers, as that term is defined~~ in ~~Item 402(m)(2)~~internal ofcontrol ~~Regulation~~over ~~S-K~~financial ~~during the fiscal years ended August 31, 2009 and~~reporting ~~2008:~~

SUMMARY COMPENSATION TABLE
Name & Principal Position	Year End August 31,	Salary ($)	Bonus ($)	StockAwards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen- sation ($)	Nonqualified Deferred Compen- sation Earnings ($)	All Other Compen- sation ($)	Total ($)
Abraham Joy(1) CEO, CFO, President, Secretary, Treasurer and Director	2009 2008	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0
David K. Ryan(2) Former President, Former Secretary, Former Treasurer, Former CEO & Former CFO and Former Director	2009 2008	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0

There were no changes in our internal control over financial reporting that occurred during the fiscal year ended March 31, 2010 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

21Limitations on the effectiveness of controls and procedures

~~Notes:~~Our management, including our Chief Executive Officer and the Chief Financial Officer, do not expect that the our controls and procedures will prevent all potential errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

(1)	Abraham Joy was appointed as our CEO, CFO, President, Secretary, Treasurer and a Director on October 7, 2009. Pursuant to the terms of a verbal agreement, we pay Mr. Joy $5,000 per month.
(2)	David K. Ryan resigned as our CEO, CFO, President, Secretary, Treasurer and a Director on October 7, 2009.

ITEM 9B. OTHER INFORMATION.

~~Outstanding Equity Awards At Fiscal Year End~~None.

~~As at August 31, 2009, we had no outstanding equity awards.~~19

~~Director~~PART ~~Compensation~~III

~~The~~ITEM following table sets forth the compensation paid to our directors during our August 31, 2009 fiscal year, other than directors who were also named executive officers as that term is defined in Item 402(m)(2)10. ~~Compensation~~ ~~paid to directors who were also named executive officers during our August 31~~DIRECTORS, ~~2009~~EXECUTIVE ~~fiscal~~OFFICERS ~~year~~AND isCORPORATE ~~set out in the tables above~~GOVERNANCE.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Job Thomas(1)	$0	$0	$0	$0	$0	$0	$0
Sunder Raj(2)	$0	$0	$0	$0	$0	$0	$0

The following tables set forth information regarding our executive officers and directors:

Notes:
Name	Age	Positions
(1)	Job Thomas Thekkekkara was appointed as a member of our Board of Directors on October 7, 2009. Pursuant to the terms of an employment agreement between Mr. Thomas and Smartlinx, Mr. Thomas is paid Rs. 1,140,000 (approximately $22,800) per annum.
Abraham Joy	35	Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director
(2)	Nyayapathi Sunder Raj was appointed as a member of our Board of Directors on October 7, 2009. Pursuant to the terms of an employment agreement between Mr. Raj and Smartlinx, Mr. Raj is paid Rs. 360,000 (approximately $7,200) per annum.
Job Thomas	47	Director
Sunder Raj	47	Director

~~ITEM~~Set ~~12.~~forth ~~SECURITY~~below ~~OWNERSHIP~~is OFa ~~CERTAIN~~brief ~~BENEFICIAL~~description ~~OWNERS~~of ~~AND~~the ~~MANAGEMENT~~background ~~AND~~and business ~~RELATED~~experience ~~STOCKHOLDER~~of ~~MATTERS~~each of the listed executive officers and directors for at least the past five years.

~~EQUITY~~Abraham ~~COMPENSATION~~Joy ~~PLANS~~was appointed as our Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and as a member of our Board of Directors on October 7, 2009. Mr. Joy is a managing director of ETC Investments & Consulting Pvt. Ltd. in India. He is also an independent Consultant for International Project Development. Prior to working at ETC Investments & Consulting Pvt. Ltd. in India, Mr. Joy was a management director of ETC GmbH, in Germany. Mr. Joy started his career in Human Resources Training at Warner Bros. Movie World, Germany after obtaining a Business Management education from the International Business School in Lippstadt, Germany and West Virginia University, USA.

WeJob ~~have~~Thomas nowas ~~equity~~appointed ~~compensation~~as ~~plans~~a ~~(including~~member ~~individual~~of our Board of ~~compensation~~Directors ~~arrangements~~on October 7, 2009 and is a director and Chief Financial Operating Officer of Smartlinx VoIP. Mr. Thomas has over 25 years of IT exposure and has worked in various managerial positions. Prior to his appointment to Smartlinx VoIP, Mr. Thomas was the regional business systems manager of Hindustan Coca-Cola Bottling Company Limited, India. Mr. Thomas obtained a Bachelor of Science (Mathematics) ~~under~~from ~~which~~Calicut ~~our~~University ~~equity~~in ~~securities~~1983 ~~are~~and ~~authorized~~a ~~for~~PG Diploma ~~issuance~~(Personnel Management & Industrial Relations) from St. Joseph’s College of Business Administration in 1985.

~~SECURITY~~Sunder ~~OWNERSHIP~~Raj OFwas ~~CERTAIN~~appointed ~~BENEFICIAL~~as ~~OWNERS~~a ~~AND~~member of our Board of ~~MANAGEMENT~~Directors on October 7, 2009 and is a director of Smartlinx VoIP. In 1986, Mr. Raj co-founded CS Software Enterprise Limited and acted as Executive Director and CEO. During his tenure as CS Software Enterprise Limited, Mr. Raj was responsible for the overall business strategy, developing business plans and goals and management of project teams. Mr. Raj obtained a Bachelor of Engineering from Osmania University in 1983 and a Master of Technology in Electrical Engineering from the Indian Institute of Technology in 1985.

~~The~~Term ~~following table sets forth certain information concerning the number~~ of shares of our common stock owned beneficially as of December 7, 2009 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers, and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.Office

22Members of our board of directors are appointed to hold office until the next annual meeting of our stockholders or until his or her successor is elected and qualified, or until he or she resigns or is removed in accordance with the provisions of the Nevada Revised Statutes (the “NRS”). Our officers are appointed by our board of directors and hold office until removed by the board.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Common Stock(1)
DIRECTORS AND OFFICERS
Common Stock	Abraham Joy Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director	Nil (2)	Nil
Common Stock	Job Thomas Thekkekkara Director	Nil(3)	Nil
Common Stock	Nyayapathi Sunder Raj Director	Nil(4)	Nil
Common Stock	All Officers and Directors as a Group (3 persons)	Nil	Nil
5% STOCKHOLDERS
Common Stock	Citiglobal Ltd. 6th Floor, Newton Tower Sir William Newton Street, Port Louis, Republic of Mauritius	47,250,000(5) (direct)	67.0%

Significant Employees

(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of December 7, 2009. As at December 7, 2009, we have 59,085,000 shares of common stock issued and outstanding.
(2)	Mr. Joy owns an 8% interest in Citiglobal. As such, Mr. Joy does not have any voting or investment power over the shares owned by Citiglobal.
(3)	Mr. Thomas owns a 8% interest in Citiglobal. As such, Mr. Thomas does not have any voting or investment power over the shares owned by Citiglobal.
(4)	Mr. Raj owns a 8% interest in Citiglobal. As such, Mr. Raj does not have any voting or investment power over the shares owned by Citiglobal.
(5)	Those shares denoted as being beneficially owned by Citiglobal Ltd. consists of: (i) 35,775,000 shares of common stock; and (ii) warrants to purchase 11,475,000 shares of common stock at an exercise price at an exercise price of $0.0074 per share until October 6, 2011.

We have no significant employees other than our officers and directors.

~~CHANGES~~Committees INof ~~CONTROL~~the Board Of Directors

WeOur ~~are~~audit ~~not~~committee ~~aware~~presently consists of ~~any~~our ~~arrangement~~directors ~~that~~and officers. ~~might~~We ~~result~~do innot have a compensation committee, nominating committee, an ~~change~~executive incommittee ~~control~~of inour ~~the~~board ~~future~~of directors, stock plan committee or any other committees.

23Our board of directors perform the functions of a nominating committee and oversees the process by which individuals may be nominated to our board of directors. The current size of our board of directors does not facilitate the establishment of a separate committee. We hope to establish a separate nominating committee consisting of independent directors, if the number of our directors is expanded.

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.~~20

~~CERTAIN~~Audit ~~RELATIONSHIPS~~Committee ~~AND~~Financial ~~RELATED TRANSACTIONS~~Expert

~~Except~~We ashave ~~described~~no ~~below,~~audit ~~none~~committee offinancial ~~the~~expert ~~following~~serving ~~parties~~on ~~has,~~our inaudit committee. We believe the ~~last~~cost ~~two~~related ~~years,~~to ~~had~~retaining ~~any~~a ~~material~~financial ~~interest,~~expert ~~direct~~at this ortime ~~indirect~~is prohibitive. Further, inbecause ~~any transaction~~of ~~with~~our usstart-up oroperations, inwe believe ~~any~~the ~~presently~~services ~~proposed~~of ~~transaction~~a ~~that~~financial ~~has~~expert orare ~~will materially~~not ~~affect~~warranted. ~~us:~~

~~Any~~Code of ~~our directors or officers;~~ Ethics

~~Any~~We ~~person~~adopted ~~proposed~~a asCode of Ethics applicable to our Chief Executive Officer, Chief Financial Officer, Corporate Controller and certain other finance executives, which is a ~~nominee~~“code ~~for~~of ~~election~~ethics” as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our Quarterly Report on Form 10-QSB for the quarter ended May 31, 2006. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a ~~director;~~provision of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer, Corporate Controller, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

~~Any~~Compliance ~~person~~With ~~who~~Section ~~beneficially~~16(a) ~~owns,~~Of ~~directly~~The orSecurities ~~indirectly,~~Exchange ~~shares carrying~~Act ~~more than 5% of the voting rights attached to our outstanding shares of common stock;~~

~~Any~~Section 16(a) of the Exchange Act requires our ~~promoters;~~executive officers and directors, and persons who own more than 10% of a registered class of our securities (“Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based solely on our review of such reports received by the Company, we believe that, during the year ended March 31, 2010, all Reporting Persons complied with all Section 16(a) filing requirements applicable to them.

~~Any~~ITEM ~~member~~11. ofEXECUTIVE ~~the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons~~COMPENSATION.

~~Acquisition~~Summary ofCompensation ~~Smartlinx~~Table

~~Under~~The ~~the~~following ~~terms~~table ofsets ~~the~~forth ~~Share~~total ~~Purchase~~compensation ~~Agreement,~~paid weto ~~issued~~or ~~3,250,000~~earned ~~pre-split~~by ~~(8,775,000 post-split) shares of~~ our ~~common~~named ~~stock~~executive ~~and 4~~officers,~~250,000~~ ~~pre-split~~as ~~(11,475,000~~that ~~post-split)~~term ~~warrants~~is todefined ~~Citiglobal,~~in ~~a beneficial~~Item ~~holder~~402(m)(2) of ~~more~~Regulation ~~than~~S-K ~~five~~during ~~percent of our outstanding shares, for all~~ the ~~issued and~~fiscal ~~outstanding~~years ~~shares~~ended ofMarch ~~Smartlinx. In addition~~31, ~~Mr.~~2010 ~~Ryan, our former sole executive officer~~ and ~~director, transferred 10,000,000 pre-split (27,000,000~~ ~~post-split)~~2009: ~~shares of common stock owned by him to Citiglobal for an aggregate purchase price of $10,000.~~

Our executive officers and directors own an interest in Citiglobal as follows: (i) Mr. Joy owns an 8% interest in Citiglobal; (ii) Mr. Thomas owns a 8% interest in Citiglobal; and (iii) Mr. Raj owns a 8% interest in Citiglobal. Accordingly, none of our directors or officers have any voting or investment power over the shares of our common stock owned by Citiglobal.

SUMMARY COMPENSATION TABLE
Name & Principal Position	Year End March 31,	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen- sation ($)	Nonqualified Deferred Compen- sation Earnings ($)	All Other Compen- sation ($)	Total ($)
Abraham Joy⁽¹⁾ CEO, CFO, President, Secretary, Treasurer and Director	2010 2009	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0
David K. Ryan⁽²⁾ Former President, Former Secretary, Former Treasurer, Former CEO & Former CFO and Former Director	2010 2009	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0

~~DIRECTOR~~Notes: ~~INDEPENDENCE~~

Our common stock is quoted on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. Under NASDAQ Rule 5605(a)(2), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. In applying this definition, we have determined that Mr. Thomas and Mr. Raj are independent directors. Mr. Joy, our sole executive officer, does not qualify as an independent member of our Board of Directors.

(1)	Abraham Joy was appointed as our CEO, CFO, President, Secretary, Treasurer and a Director on October 7, 2009. Pursuant to the terms of a verbal agreement, we pay Mr. Joy $5,000 per month.

(2)	David K. Ryan resigned as our CEO, CFO, President, Secretary, Treasurer and a Director on October 7, 2009.

~~ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.~~21

~~The~~Outstanding ~~aggregate~~Equity ~~fees~~Awards ~~billed~~At ~~for~~Fiscal ~~the~~Year two most recently completed fiscal years ended August 31, 2009 and 2008 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows.End

		Year Ended August 31, 2009		Year Ended August 31, 2008
Audit Fees	$	12,000	$	13,500
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	12,000	$	13,500

As at March 31, 2010, we had no outstanding equity awards.

24Director Compensation

~~ITEM~~The ~~15.~~following ~~EXHIBITS~~table sets forth the compensation paid to our directors during our March 31, ~~FINANCIAL~~2010 ~~STATEMENT~~fiscal ~~SCHEDULES~~year, other than directors who were also named executive officers as that term is defined in Item 402(m)(2).

Exhibit
Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Number	Description of Exhibit
Job Thomas(1)	$0	$0	$0	$0	$0	$23,366	$23,366
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)
Sunder Raj(2)	$0	$0	$0	$0	$0	$6,283	$6,283
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.
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.

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.

Notes:

(1)	Job Thomas Thekkekkara was appointed as a member of our Board of Directors on October 7, 2009. Pursuant to the terms of an employment agreement between Mr. Thomas and Smartlinx VoIP, Mr. Thomas is paid Rs. 1,140,000 (approximately $23,900) per annum.
(2)	Nyayapathi Sunder Raj was appointed as a member of our Board of Directors on October 7, 2009. Pursuant to the terms of an employment agreement between Mr. Raj and Smartlinx VoIP, Mr. Raj is paid Rs. 360,000 (approximately $7,500) per annum.

~~SIGNATURE~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

~~Pursuant~~EQUITY toCOMPENSATION ~~the~~PLANS ~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

	SMARTLINX INC.
Date: December 15, 2009
	By:	/s/ Abraham Joy
		ABRAHAM JOY
		Chief Executive Officer, Chief Financial Officer,
		President, Secretary and Treasurer

We have no equity compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.

~~Pursuant~~SECURITY toOWNERSHIP ~~the~~OF ~~requirements~~CERTAIN ofBENEFICIAL ~~the~~OWNERS ~~Securities Exchange Act of~~AND ~~1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated~~MANAGEMENT.

Date:	December 15, 2009	By:	/s/ Abraham Joy
			ABRAHAM JOY
			President, Secretary, Treasurer, Chief Executive Officer,
			Chief Financial Officer and Director
			(Principal Executive Officer and Principal Accounting
			Officer)
Date:	December 15, 2009	By:	/s/ Job Thomas
			JOB THOMAS
			Director
Date:	December 15, 2009	By:	/s/ Sunder Raj
			SUNDER RAJ
			Director

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of July 12, 2010 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers, and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Common Stock⁽¹⁾
DIRECTORS AND OFFICERS
Common Stock	Abraham Joy Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director	Nil⁽²⁾	Nil
Common Stock	Job Thomas Thekkekkara Director	Nil⁽³⁾	Nil
Common Stock	Nyayapathi Sunder Raj Director	Nil⁽⁴⁾	Nil
Common Stock	All Officers and Directors as a Group (3 persons)	Nil	Nil
5% STOCKHOLDERS
Common Stock	Citiglobal Ltd. 6^thFloor, Newton Tower Sir William Newton Street, Port Louis, Republic of Mauritius	47,250,000⁽⁵⁾ (direct)	67.0%

(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of July 12, 2010. As at July 12, 2010, we have 59,085,000 shares of common stock issued and outstanding.

(2)	Mr. Joy owns an 8% interest in Citiglobal. As such, Mr. Joy does not have any voting or investment power over the shares owned by Citiglobal.

(3)	Mr. Thomas owns a 8% interest in Citiglobal. As such, Mr. Thomas does not have any voting or investment power over the shares owned by Citiglobal.

(4)	Mr. Raj owns a 8% interest in Citiglobal. As such, Mr. Raj does not have any voting or investment power over the shares owned by Citiglobal.

(5)	Those shares denoted as being beneficially owned by Citiglobal Ltd. consists of: (i) 35,775,000 shares of common stock; and (ii) warrants to purchase 11,475,000 shares of common stock at an exercise price at an exercise price of $0.0074 per share until October 6, 2011.

CHANGES IN CONTROL

We are not aware of any arrangement that might result in a change in control in the future.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as described below, none of the following parties has, in the last two years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

Any of our directors or officers;
Any person proposed as a nominee for election as a director;
Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
Any of our promoters; and
Any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons.

Acquisition of Smartlinx VoIP

Under the terms of the Share Purchase Agreement, we issued 3,250,000 pre-split (8,775,000 post-split) shares of our common stock and 4,250,000 pre-split (11,475,000 post-split) warrants to Citiglobal, a beneficial holder of more than five percent of our outstanding shares, for all the issued and outstanding shares of Smartlinx VoIP. In addition, Mr. Ryan, our former sole executive officer and director, transferred 10,000,000 pre-split (27,000,000 post-split) shares of common stock owned by him to Citiglobal for an aggregate purchase price of $10,000.

DIRECTOR INDEPENDENCE

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The aggregate fees billed for the two most recently completed fiscal years ended March 31, 2010 and 2009 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows.

	Year Ended March 31, 2010	Year Ended March 31, 2009

Audit Fees	$21,250	$12,000
Audit-Related Fees	-	-
Tax Fees	-	-
All Other Fees	-	-
Total	$21,250	$12,000

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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⁾

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	Certificate of Change Pursuant to NRS 78.209 increasing the authorized capital of common stock to 270,000,000 shares, par value $0.001 per share.⁽⁶⁾

3.5	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⁾

10.8	Loan Agreement dated March 4, 2010 between Noah Investments FZ LLC and Smartlinx VOIP Networks Private Limited.

14.1	Code of Ethics.⁽²⁾

21.1	List of Subsidiaries.

31.1	Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 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.

SIGNATURE

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 hereunto duly authorized.

	SMARTLINX INC.
Date: July 12, 2010

	By:	/s/ Abraham Joy
		ABRAHAM JOY
		Chief Executive Officer, Chief Financial Officer,
		President, Secretary and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:	July 12, 2010	By:	/s/ Abraham Joy
			ABRAHAM JOY
			President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Director
			(Principal Executive Officer and Principal Accounting Officer)




Date:	July 12, 2010	By:	/s/ Job Thomas
			JOB THOMAS
			Director




Date:	July 12, 2010	By:	/s/ Sunder Raj
			SUNDER RAJ
			Director

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