ITEM 2.01 Completion of Acquisition or Disposition of Assets.
On October 15, 2008 the issuer completed the disposition of its assets
associated with providing global positioning systems ("GPS") and its GPS
monitoring services. 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.