ITEM 1.01 Entry into a Material Definitive Agreement.

On September 24, 2008 the issuer entered into an Asset Purchase and Sale Agreement with Global Safety Holdings, Corp. (the "Purchaser") for the issuer's assets associated with providing global positioning systems ("GPS") and its GPS monitoring services. At the Closing, Purchaser shall deliver to issuer a total of 3,111,111 million shares of the Purchaser's common stock. Also, the issuer shall receive the following consideration: (a) beginning on the Closing date and continuing until September 30, 2009, 10% of the Company's "EBITDA" as calculated pursuant to generally accepted accounting principles ("GAAP"); (b) beginning October 1, 2009 and continuing until September 30, 2010, the issuer shall receive 5% of the Company's EBITDA; and (c) beginning October 1, 2010 and continuing until September 30, 2011 the issuer shall receive 3% of the Company's EBITDA. The purchase and sale of the issuer's GPS assets is subject to extensive due diligence by the Purchaser which is expected to be completed by October 15, 2008, however there is no guarantee that the purchase and sale of the assets will be completed.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number Description

10.1 Asset Purchase and Sale Agreement with Global Safety Holdings, Corp.