Forward-Looking Statements

In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements. Forward-looking statements involve risks and uncertainties that could and in all likelihood will cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to, whether the Company can obtain financing as and when needed, competitive pressures, changes in consumer tastes away from the type of products the Company offers, changes in the economy that would leave less disposable income to be allocated to entertainment, the loss of any member of the Company's management team and other factors over which the Company has no control. When used in this report, the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and similar expressions are generally intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements, which reflect the opinion of the Company's management as of the date of this Annual Report. The Company undertakes no obligation to publicly release any revisions to the forward-looking statements after the date of this document. You should carefully review the documents the Company files from time to time with the Securities and Exchange Commission. Throughout the Annual Report, the terms, the "Company," "Interlink," and words of similar meaning refer to Interlink-US-Network, Ltd., formerly known as NuTech Digital, Inc.

Management's discussion and analysis of results of operations and financial condition are based upon the Company's financial statements. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America. These principles require management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates based on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

BUSINESS HISTORY

Recent Events:

Name Change

On September 4, 2008, the Company filed a Certificate of Amendment to its articles of incorporation with the Secretary of State of the State of California, changing their name to Interlink-US-Network, Ltd. The name change was declared effective on October 10, 2008. The Company has begun trading under this new name and the new symbol, IUSN.OB.

Asset Purchase Agreement and License Agreement with Jump

On August 22, 2007 the Company closed its Asset Purchase Agreement (the "Agreement") with Jump Communications, Inc. ("Jump"), a related entity, acquiring telco standards telephone switching equipment and data transmission equipment from Jump. Also, in connection with the Jump transaction, the Company and Jump entered into a License Agreement, whereby Jump provided the Company an exclusive license to use certain Jump technology, know-how and proprietary intellectual property in the United States. The acquired assets are independently valued at approximately $700,909.

In consideration for the equipment, Jump was issued 23,800 shares of Series A Convertible Preferred Stock. Out of those shares, 6,047 have been converted to 5,037,626 shares of common stock. The remaining 17,753 shares, on a fully diluted basis, are equal to 71.81% of the Company's outstanding shares as of December 31, 2008. The Preferred Stock issued to Jump carries voting and conversion rights equivalent to 833.33 shares of common stock to one of the preferred stock, or 14,794,107 shares of common stock.

Contemporaneously with the issuance of the Preferred Stock, the Board of Directors of Jump authorized the distribution of the Preferred Stock to its shareholders as a partial redemption of their Jump stock, in accordance with their pro-rata interests in Jump. This transaction has been recorded in the capital account of each Jump shareholder retroactive to the closing of the Transaction.

In connection with the transaction, the Company's office has been changed to 10390 Wilshire Boulevard, Los Angeles, CA 90024, with the former office abandoned without further liability to the Company. Additionally, the controlling shareholders of Jump, A. Frederick Greenberg, was appointed Chairman and Chief Executive Officer. At the same time, Mr. Greenberg's brother, Richard M. Greenberg, was appointed President and Secretary/Treasurer.

The terms of the Agreement were previously reported in the Company's report on Form 8-K filed on August 2, 2007. Some disclosures were corrected as a result of changed objectives during the course of closing the transaction and the filing of December 31, 2007's Form 10-K on April 1, 2008. As a result, the contemplated subsidiary operations of Jump Operating Company ("JOC"), NuTech Acquisition Corp. ("NAC"), and NAC Operating Company ("NAC OC") (collectively, the "Subsidiary Operations") have been discontinued, and the agreements with Mr. Lee Kasper have been terminated with respect to certain of these proposed Subsidiary Operations. All activities and operations contemplated by the Subsidiary Operations will be consolidated under the Company. In periods subsequent to the closing of the Agreement, the Company has moved solely to the business of marketing and selling the services and products enabled by the Agreement, with the former operations of the Company becoming inactive. The Company has no plans to dispose of pre-transaction revenue producing assets or to defer what passive revenue may occur as a result of past market exposure to those assets; however, the Company will not actively promote the sale of those assets or exploit (if any) revenue opportunities that may result from an awareness of those assets by third parties. As a result of these changes, the description of the Company's business history, business focus and material agreements have changed.

Products and Services Offered by the Company

The products and networking technology licensed to or acquired by the Company enable the Company to deliver telecommunication, television, and data services in the form of broadcast quality, bi-directional videophones; unlimited television and internet channels (including video on demand, high definition
[1080P HD], and super high definition resolutions; voice over internet protocol (VoIP); and internet access to a broad range of vertical markets.

All of these services are to be made available through a single, inexpensive, user friendly, set top box ("STB") to be manufactured by the Company under its license that acts as the gateway to virtually all currently available communications, entertainment and data services, and "off-the-shelf" equipment (cameras, TVs, microphones and computers) over wired or wireless links (including Digital Subscriber Lines [DSL], cable modem, and private or public networking infrastructure). The STB has been named the "Fred." The Company will manufacture and sell the Fred in a variety of configurations and price points suitable for the full range of today's markets, including corporate, government, small business and the consumer.

The Fred works seamlessly with all network infrastructures and protocols to provide comprehensive services, simplifying operations, and reducing the costs for users. In addition to viewing an unlimited number of entertainment channels, accessing the public internet, and connecting via VoIP, users will be able to hear and see each other in real time on their TV sets or PC's with the same quality that TV programming comes to them, using the low cost Fred and inexpensive broadband connectivity. In providing this simple, inexpensive, bi-directional broadcast quality video, the Company distinguishes its product and service offerings from all others. The Company's service offering further differentiates itself from competitive offerings by empowering each end point on a network to be a video broadcast origination point.

The Fred, and linkage of multiple Fred's (the "Network") through interconnection to public and private networks, makes available a variety of network oriented services that augment and improve services available on the public internet.
For instance, the Company's management and billing systems incorporated into the Network enable on demand, "point-to-point" 2WayTV, credit card approvals, VOD, billing for services and events, selection of services and account management. No special connection is needed to connect to the Network; a basic internet connection is sufficient. The interconnection between the Network to both the public internet and the existing national telephone communications switching infrastructure creates a virtually universal system of access for all.

The Company believes that focusing on its newly licensed products and technology will enable the Company to

Historical Information relating to the Asset Acquisition Agreement

Jump was organized under the laws of the State of Nevada on July 6, 2006 and registered to conduct business in the State of California on July 25, 2006 with an authorized share capital of five hundred (500) million common shares at $0.001 par value. A. Frederick Greenberg was the sole director, President and Secretary/Treasurer.

Since the Company's authorized stock was not sufficient to permit the issuance of common stock as consideration for the Acquired Assets, Jump consented to the issuance of the Preferred Stock. In a Pre14C filing to the Commission on October 2, 2007 and the subsequent Definitive 14C filing dated October 31, 2007, the Company announced that it had "received written consent (the "Written Consent") from Jump, holding the "Preferred Stock", representing the right to vote approximately 96.4% (corrected herein to 97.17%) as of December 31, 2007.

On September 25, 2007, the shareholders approved and the board of directors authorized a reverse stock split on common stock at a rate of one-for-sixty and a name change for the Company to be done at the Company's discretion at some time within the following twelve months. This reverse stock split was implemented on May 12, 2008.

In connection with the transaction as of the date of closing of the Agreement, two (2) of the Company's three (3) Directors resigned and the vacancies filled with two (2) directors appointed by Jump, and Lee Kasper, the Company's former Chief Executive Officer and Director continuing as the third Director. On November 6, 2007, Lee Kasper was removed as a director of the Company and terminated for cause from all offices held by him in the Company and its subsidiaries by written consent of a majority of the Company's shareholders.
This consent was ratified by the remaining directors of the Company. The Company determined that while he was President and a director of the Company, Mr. Kasper operated several off-shore entities through which he did business.
In addition, he distributed Company shares to these entities. Mr. Kasper did not disclose his ownership or dealings with these off-shore entities and did not file the requisite disclosure reports. A copy of the 8K filing was forwarded to Mr. Kasper, and we have received no reply as of the date of this filing.

Pending Litigation

In February of 2008, Mr. Lee Kasper filed suit against the Company, directors of the Company, and Jump Communications. Management feels that the suit is unwarranted and plans to defend itself to the fullest extent. No adjustments have been made to the financial statements at December 31, 2008 for this contingency.

In March of 2008, Sony ATV filed suit against the Company, its former President and Director Lee Kasper and unrelated third parties claiming copyright violations in connection with the Company's karaoke business, which was discontinued during the previous years. Management feels that the Company did not engage in the conduct complained of and plans to defend itself to the fullest extent. No adjustments have been made to the financial statements at December 31, 2008 for this contingency.

Critical Accounting Policies and Estimates

In consultation with the Company's Board of Directors, the Company identified various accounting principles that it believes are key to understanding the Company's financial statements. These important accounting policies require management's subjective judgments.

Discontinued Operations. On August 22, 2007, the Company discontinued its distribution of general entertainment products, most of which were made available through digital versatile discs, commonly known as DVDs.

Accounting Estimates. Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Each quarter, management compares current and historical product sales to potential customer orders and reviews the economic conditions of the industry. However, these judgments require significant estimates from management and actual results could vary from the estimates that were used. Each quarter, management reviews the estimated future revenue to be received in order to determine the fair value of its assets and potential asset impairment.

Income Taxes. The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 (SFAS109), which is an asset and liability method of accounting requiring the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of accounting. In assessing whether deferred tax assets will be realized, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

Common Stock Issued for Non-Cash Transactions. It is the Company's policy to value stock issued for non-cash transactions, such as services, at the fair market value of the goods or services received or the consideration granted, whichever is more readily determinable, at the date the transaction is negotiated.

Stock based Compensation. Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment:
An Amendment of FASB Statements No. 123 and 95" using the modified prospective method. Under this method, compensation cost is recognized on or after the effective date for the portion of outstanding awards, for which the requisite service has not yet been rendered, based on the grant date fair value of those awards.

The Black-Scholes option-pricing model was developed for the use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility.
Because the Company's stock options and warrants have characteristics different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of such stock options.

Results of Operations

Selected Statement Of Operations Data


Comparison of Year End Periods.  Summarized in the table below is statement of
operations data comparing the year ended December 31, 2008 with the year ended
December 31, 2007:


                                       Year Ended              Increase/(Decrease)
                           December 31, 2008 December 31, 2007

  Net (Loss) from              $   (597,266)     $    (81,809)      $      515,457
Continuing
    Operations
  Net Income From                          -         1,083,016         (1,083,016)
Discontinued
    Operations
                               $   (597,266)     $   1,001,207      $  (1,598,473)
  Net Income

  Net Income Per Common
Share from
    Continuing Operations
       Basic and Diluted       $      (0.21)     $      (0.14)       $        0.07
  Net Income Per Common
     Share from
Discontinued
     Operations
       Basic                   $        0.00    $         1.90      $       (1.90)
       Diluted                    N/A           $         0.28         N/A

During the year ended December 31, 2008, we had a net loss from continuing operations of $597,266, compared to a net loss from continuing operations during the year ended December 31, 2007 of $81,809. During the year ended December 31, 2008, we entered into a license agreement with another company, which provided revenue of $1,000,000, which was offset by commissions relating to the license agreement in the amount of $460,000, as well as operating

Liquidity and Capital Resources

To date, we have financed our operations with cash from our operating activities, a bank line of credit, a Small Business Administration loan, various loans from individuals, cash raised through the sale of our securities or the exercise of options or warrants, and the issuance of our securities to various consultants in payment for the provision of their services or to other creditors in satisfaction of our indebtedness to them.

In July 2000, we received a $900,000 Small Business Administration loan with Comerica Bank participation. The interest rate per annum is 2% over prime, and the loan is scheduled to be paid over an 18 year period.

In the past, Mr. Lee Kasper, a director and stockholder of the company advanced funds to the Company as follows:

A.

On August 1, 2005, Mr. Kasper advanced funds to produce live music concerts, in the amount of $350,000. The interest rate on the loan is 8% per annum, and the loan was scheduled to be repaid over a 36 month period.

B.

In May of 2006, Mr. Kasper advanced the amount of $22,000. There is no interest on the loan, and the loan was due in December 2007.

Each of these transactions is subject to review and scrutiny in connection with counter-claims and cross claims in the lawsuit initiated by Mr. Kasper and independent claims that the Company may choose to litigate in separate actions.

On July 27, 2005, we borrowed $100,000 from Noel Gimbel, a related individual.
The interest rate on the loan is 10% per annum and the loan was due in full on June 15, 2006. We used these funds to produce live music concerts. Mr. Gimbel instituted legal action against the Company and Mr. Kasper to recover the amount of his loan and obtained a default judgment. The default judgment against the Company was subsequently set aside. The default judgment against Mr. Kasper was not set aside. An agreement was reached with Mr. Gimbel and the loan has been paid off by the Company as of December 31, 2008.

During 2006, we received from Kickarock Productions, Inc. loans in the amount of $42,175. The interest rate on the loans is 7% per annum, and the loan was due in December 2007. The loan was subsequently settled for $25,000, which payment was made by the Company on April 15, 2008.

On December 26, 2008, we received a loan from Jump Communications in the amount of $100,000. No due date has been established and the loan is unsecured.

Sources And Uses Of Cash


Summarized in the table below is information derived from our statements of cash
flow comparing the year ended December 31, 2008 with the year ended December 31,
2007:



                                                   Year Ended
                                       December 31, 2008 December 31, 2007
       Net Cash Provided (Used) By
        Operating Activities             $    ( 652,394)     $  ( 119,577)
        Investing Activities                    ( 7,082)         ( 20,846)
        Financing Activities                     743,885           133,769

       Net Increase (Decrease) in Cash    $       84,409     $    ( 6,654)

During the year ended December 31, 2008, our net loss from continuing operations was $597,266. This includes non-cash items of depreciation in the amount of $14,921, the issuance of stock for a legal settlement of $30,925, and the cancellation of debt in the amount of $71,813. Cash was used by operations by the increase of prepaid expenses of $11,510, security deposits of $11,995, and the decrease in accounts payable of $3,056 and accrued expenses of $2,600.

During the year ended December 31, 2007, we had a net loss from continuing operations of $81,809; along with a net income from discontinued operations was $1,083,016. This included non-cash items of depreciation in the amount of $18,250, a loss on the disposition of assets of $7,757, a cancellation of debt in the amount of $1,343,360, the issuance of common stock for services, consulting fees and other expenses in the amount of $45,038, and non-cash rent expense in the amount of $21,000. Cash was provided from operations by the decrease of prepaid expenses in the amount of $34,413, and the increase in accounts payable in the amount of $181,053. We used the cash provided from operations to fund a decrease in accrued liabilities of $84,935.

Investing Activities

During the years ended December 31, 2008 and 2007, the Company purchased $7,082 and $20,846 of property and equipment, respectively.

Financing Activities

Financing activities for the year ended December 31, 2008 provided net cash of $743,885. We sold common stock for cash in the amount of $988,061, and had proceeds of a loan from a related party of $100,000, which were offset by the repayment of notes payable to a non-related party in the amount of $208,370 and a note payable to a related party in the amount of $135,806.

Financing activities for the year ended December 31, 2007 provided net cash of $133,769. We repaid a bank overdraft in the amount of $8,277, and made principal payments on our notes payable to unrelated parties and our notes payable to related parties in the amounts of $1,068 and $75,257, respectively.
This was offset by proceeds from our notes payable to related parties of $218,371.

Commitments For Capital Expenditures

At December 31, 2008, we had no commitments for capital expenditures.

Going Concern

The financial statements included in this report are presented on the basis that the Company is a "going concern." Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. Our auditors have indicated that the following factors raise substantial doubt as to our ability to continue as a going concern:

·

we have an accumulated a deficit of $8,889,774 since inception;

·

we have a working capital deficit of $1,747,740; and

·

we continue to incur operating losses;

We believe that the following will help to eliminate this qualification:

·

Develop its newly licensed products and technology;

·

Obtain investors to fund the working capital needs of the company;

·

Reduce operating expenses; and

·

We are negotiating the payment of old outstanding payables.

Past Due Accounts Payable

Approximately $661,000 of accounts payable are over 90 days old.

Off-Balance Sheet Arrangements

There are no guarantees, commitments, lease and debt agreements or other agreements that could trigger an adverse change in our credit rating, earnings, cash flows or stock price, including requirements to perform under standby agreements.

Capital Requirements And Available Capital Resources

Our capital requirements will continue to be significant. However, since we have ceased focusing our business on the production of popular music concerts, the Company's need for cash for that purpose has ended. Our current business focus is on the manufacturing, marketing and sales of our equipment and telecommunications services. Our future cash requirements and the adequacy of available funds will depend on many factors, including the pace at which we expand our manufacturing and sales, our ability to negotiate favorable manufacturing agreements, and whether our sales keep pace with our manufacture of product and network expansion, and the general state of the economy, which impacts the amount of money that may be spent for telecommunications and entertainment.

As of December 31, 2008 we had available $84,856 of cash on hand and $1,747,740 of a working capital deficit. Cash generated by our current operations is not sufficient to continue our business for the next twelve months. We will need additional financing during the next 12 months to pay our costs and expenses, if they stay at current levels. To the extent it becomes necessary to raise additional cash in the future, we will seek to raise it through the public or private sale of debt or equity securities, funding from joint-venture or strategic partners, debt financing or short-term loans, or a combination of the foregoing. We may also seek to satisfy indebtedness without any cash outlay through the private issuance of debt or equity securities. We cannot provide any assurances that we will be able to secure the additional cash or working capital we may require to expand our business and exploit the Company's products and services.