The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the consolidated financial statements and related notes, which are included herein. This Report contains forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from those indicated in the forward-looking statements. The discussion below should be read together with the risks to our business as described in Item 1A - Risk Factors.

RECENT DEVELOPMENTS

For the fiscal year ended September 30, 2008, the Company recognized revenue of $23,650,725, a 42% increase over the prior fiscal year. The Company's average revenue per unit ("ARPU") across all billable subscriber types was $29.55 at fiscal year end, a 13% increase over the ARPU of $26.17 realized at the end of fiscal 2007. ARPU is calculated by dividing average monthly revenues for the period (total revenues during the period divided by the number of months in the period) by average subscribers for the period. The average subscribers for the period is calculated by adding the number of subscribers as of the beginning of the period and for each quarter end in the current year or period and dividing by the sum of the number of quarters in the period plus one.

More importantly, the Company generated positive EBITDA (as adjusted, and as defined below) of $4,334,927 for the fiscal year ended September 30, 2008 as compared to $250,234 for the prior fiscal year ended September 30, 2007 and negative EBITDA of $(1,447,923) in fiscal 2006. Adjusted for the gain on sale of subscribers during the fourth quarter (mentioned below), the Company would still have reported EBITDA (as adjusted) of $2,474,334 for the fiscal year ending September 30, 2008.

For the past three quarters, the Company developed and has been implementing a comprehensive plan to upgrade its properties and current DIRECTV HDTV subscribers to the newly launched MFH-2 platform and expanded line-up of DIRECTV HDTV services. HDTV customers across the United States have more than doubled over the past year and this growth is expected to continue. On December 14, 2007, the Company signed a letter agreement with DIRECTV that allows the Company to receive an upgrade subsidy when it completes a HDTV system upgrade on certain of its properties to which the Company currently is providing DIRECTV services. During the fiscal year ended September 30, 2008, the Company upgraded 17,702 units in 88 properties to the new DIRECTV HDTV platform and had 14,284 units in 77 properties that were work in progress at September 30, 2008, which have now been completed. The Company estimates that its capital expenditures for these property upgrades completed in fiscal 2008 were $1.7 million and anticipates that this capital investment generated approximately $1.5 million in additional revenue in fiscal 2008 and will result in approximately $8.2 million in additional revenue over the next three to five years, not including revenue from anticipated increases in penetration rates.

During the fourth fiscal quarter, the Company completed negotiations with DIRECTV for a second round of financial support for property and subscriber HDTV upgrades. Under the terms of this new letter agreement, DIRECTV will provide assistance for the upgrade of an additional 55,000 units within the Company's portfolio of properties. The Company is attempting to take full advantage of this time-sensitive subsidy. By the end of the first fiscal quarter of 2009, the Company expects that it will have an additional 30,000 units in approximately 140 properties upgraded or in the process of upgrade. Once completed, the Company will implement the second phase of its second round property upgrade program targeting an additional 25,500 units in approximately 180 properties planned for completion in the second and third fiscal quarters of 2009. These upgrades are resulting in access agreement extensions and renewals, increased penetration rates, increased sale of advanced services and an increase in the Company's DIRECTV subscriber residual, all of which positively impact the Company's financial results.

These property upgrades to the new DIRECTV HDTV platform are essential as subscribers and property owners demand state-of-the-art technology and want access to DIRECTV's unparalleled comprehensive offering of HDTV programming and services. DIRECTV currently offers over 130 (moving to 150) HDTV national programming channels and has HDTV local programming in more than 94% of all U.S. markets. The continued launch and advertising campaign for this new DIRECTV HDTV programming and associated services will continue to provide incremental revenue and improved penetration rates within Company properties. Due mainly to the new HDTV platform and recent price increases, DIRECTV reported an ARPU increase of 6.31% during its third quarter of 2008 to $83.59 per subscriber.

During fiscal 2008 the Company invested approximately $5.6 million in capital in its properties, inclusive of the estimated $1.7 million in capital for completed upgrades during the year. Net of this upgrade capital, the Company invested $3.9 million, a 65% reduction compared to capital expenditures of $11.3 million invested in fiscal 2007. In addition, the Company reduced its subscriber acquisition capital costs during the year and significantly improved its ability to fund subscriber growth from cash flow, thus becoming less reliant on its Credit Facility. The Company expects this trend to continue in fiscal 2009.

At the end of the fourth quarter the Company entered into an asset purchase agreement with CSC Holdings, Inc. On September 30, 2008, 1,686 video subscribers were transferred for proceeds of $2,529,000, on November 5, 2008, 1,803 subscribers were transferred for proceeds of $2,705,500, and on December 17, 2008, 2,064 subscribers were transferred for proceeds of $3,096,000. The number of subscribers sold was/is contingent on many outside factors including, but not limited to, termination agreements. At each closing, 40% of the proceeds was held in escrow for seventy days. Additional closings may take place, however, the Company makes no representation as to the likelihood that such closings will occur, when or in what amounts. The Company did provide Internet services to a few of these properties, however, it elected to exclude this equipment from the asset sale and will redeploy it to other properties in fiscal 2009.

The gain on sale of subscribers to CSC Holdings in the fourth quarter and the improvements in operating cash flow and EBITDA (as adjusted), combined with lower capital expenditures, reduced the Company's Credit Facility borrowing in the quarter. As of September 30, 2008, the Company had utilized $15,840,367 of its Credit Facility (net of proceeds held in escrow from the September 30, 2008 asset sale closing to be applied to reduce the Credit Facility) as compared to $17,539,980 on June 30, 2008. The Company expects that the outstanding amount on its $30 million long-term and non-amortizing Credit Facility will reduce to approximately $10 million following the full receipt of proceeds from these asset sales.

The Company plans to seek out and review synergistic asset acquisitions that would expand its subscriber base in fiscal 2009 and believes that many small private cable and other operators will continue to struggle during this economic downturn, if they are not properly capitalized, and will seek an exit strategy. Several opportunities are being evaluated by Company management; however, the Company is being cautious with respect to its use of capital for acquisitions in this economic environment.

Regarding its Voice over Internet ("VoIP") service, the Company recently deployed this service to certain of its properties in a 'soft' launch, with a more expanded launch in the latter part of the first and second fiscal quarters of 2009. To facilitate the bundling of its video, broadband and VoIP services, the Company is developing plans to 'bundle' its services onto a single billing platform. The Company is in discussions with DIRECTV for such billing integration.

The Company planned for, and expected, slower subscriber growth in fiscal 2008 due to (i) its significant commitment, both in human and financial resources, to upgrade its current properties to the new DIRECTV HDTV programming platform,
(ii) its plan to convert its current properties from low margin private cable services to higher ARPU DIRECTV bulk services, (iii) a focus on improving its financial returns from previous capital investment in its portfolio of properties, and (iv) the sale of a certain number of subscribers to CSC Holdings. Net of the sale of subscribers and subscribers deactivated in certain under-performing low margin Internet and bulk Private Cable properties, the Company added 1,209 net new subscribers during fiscal 2008 to end the fiscal year with 65,552 subscribers. The Company expects to increase its rate of subscriber growth later in fiscal 2009 as its HDTV property upgrade program approaches completion. A breakdown of the Company's subscriber base as of September 30, 2008 is as follows:

                                      Subscribers      Subscribers      Subscribers      Subscribers      Subscribers
                                         as of            as of            as of            as of            as of
Service Type                        Sept. 30, 2007    Dec. 31, 2007    Mar. 31, 2008    June 30, 2008   Sept. 30, 2008
Bulk DTH -DIRECTV                            14,196          14,808            15,016          15,249            15,382
DTH -DIRECTV Choice/Exclusive                10,034          10,650            11,269          11,547            10,790
Bulk Private Cable                           20,912          20,564            20,084          20,179            17,194
Private Cable Choice or Exclusive             2,684           3,211             3,369           2,270             1,952
Bulk BCA -DIRECTV                             7,573           7,921             8,527           8,687            10,337
Bulk ISP                                      5,403           5,863             6,173           6,394             5,911
ISP Choice or Exclusive                       3,541           3,875             4,041           3,784             3,956
Voice                                             -              73                39              32                30
Total Subscribers                            64,343          66,965            68,518          68,142            65,552

As of September 30, 2008, the Company had 16 properties and 6,981 units in work-in-progress ("WIP"). Of the current WIP, 4,361 units are in new construction properties and 2,620 units are in existing conversion properties. The Company defines its WIP as the number of units in properties where construction has begun on a signed access agreement property through the conclusion of a phase-in schedule or a marketing campaign, at which time the property exits WIP. WIP is not reduced by the number of units turned billable during any given quarter. As of September 30, 2008, the Company had 1,243 "under contract" subscribers in WIP that the Company expects will become "billable" subscribers in the next few quarters.

The Company continues to concentrate its subscriber growth efforts on bulk and exclusive type service deployments. Bulk contracts (both video, Internet or an increasingly popular bundle of the two services) provide guaranteed long-term revenue streams that support regional operations, which in turn, drive future subscriber growth. The Company's emphasis on developing this market segment has resulted in a 18% increase in combined Bulk DTH and Bulk Choice Advantage (BCA) subscriber growth and a 10% increase in combined Bulk and Choice/Exclusive broadband ISP subscriber growth over the past fiscal year. The Company will continue to focus on bulk deployments in fiscal 2009. Property owners seeking choice or non-exclusive competitive services are generally being provided proposals that include the owner paying for all or part of the system installation. The Company believes that this strategy serves two important purposes, first, it funds certain capital costs, and second, it provides owners with an incentive to support the Company's marketing efforts in the properties as the owners may receive a share of the earned revenue. Collectively, this emphasis on service types should positively impact ARPU, EBITDA (as adjusted), subscriber growth and the Company's subscriber penetration rates, while maintaining or reducing its subscriber acquisition capital costs.

Use of Non-GAAP Financial Measures

The Company uses the common performance gauge of "EBITDA" (as adjusted by the Company) to evidence earnings exclusive of mainly noncash events, as is common in the technology, and particularly the cable and telecommunications, industries. EBITDA (as adjusted) is an important gauge because the Company, as well as investors who follow this industry, frequently use it as a measure of financial performance. The most comparable GAAP reference is simply the removal from net income or loss of - in the Company's case - interest, depreciation, amortization and noncash charges related to its shares, warrants and stock options. The Company adjusts EBITDA by then adding back any provision for bad debt and inventory reserve. EBITDA (as adjusted) is not, and should not be considered, an alternative to income from operations, net income, net cash provided by operating activities, or any other measure for determining our operating performance or liquidity, as determined under accounting principles generally accepted in the Unites States of America. EBITDA (as adjusted) also does not necessarily indicate whether our cash flow will be sufficient to fund working capital, capital expenditures or to react to changes in our industry or the economy generally. The following table reconciles the comparative EBITDA (as adjusted) of the Company to our consolidated net loss as computed under accounting principles generally accepted in the United States of America:

                                                           For the years ended September 30,
                                                         2008             2007             2006
EBITDA (as adjusted)                                 $  4,334,927     $    250,234     $ (1,447,923 )
Interest expense                                       (1,834,667 )       (863,206 )        (18,141 )
Deferred finance costs and debt discount
amortization (interest expense)                          (322,968 )       (195,873 )         (7,415 )
Provision for doubtful accounts                          (133,486 )       (191,989 )       (107,044 )
Provision for inventory reserve                                 -                -          (57,977 )
Depreciation and amortization                          (6,578,842 )     (5,384,562 )     (4,391,640 )
Share-based compensation expense - employees             (304,732 )       (822,525 )     (1,048,856 )
Compensation expense for issuance of common stock
through employee stock purchase plan                      (19,327 )        (19,808 )        (50,290 )
Compensation expense for issuance of common stock
for employee bonuses                                      (39,357 )        (37,240 )        (99,833 )
Compensation expense for issuance of common stock
for employee services                                      (8,640 )        (33,945 )        (83,634 )
Compensation expense accrued to be settled through
the issuance of common stock                             (208,585 )        (73,120 )       (299,907 )
Compensation expense through the issuance of
restricted common stock for services rendered             (70,206 )        (73,500 )              -
Share-based compensation expense - nonemployees           (13,500 )        (63,125 )       (398,394 )
Net loss                                             $ (5,199,383 )   $ (7,508,659 )   $ (8,011,054 )

RESULTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER 30, 2008 AND 2007

                             For the year ended                For the year ended             Change          Change
                             September 30, 2008                September 30, 2007               ($)            (%)
REVENUE                 $    23,650,725           100 %   $    16,658,392           100 %   $ 6,992,333             42 %
Direct costs                 10,076,041            43 %         7,266,595            44 %     2,809,446             39 %
Sales expenses                1,266,694             5 %         1,296,570             7 %       (29,876 )           -2 %
Customer service and
operating expenses            5,940,525            25 %         4,784,931            29 %     1,155,594             24 %
General and
administrative
expenses                      4,692,763            20 %         4,292,991            26 %       399,772              9 %
Depreciation and
amortization                  6,578,842            28 %         5,384,562            32 %     1,194,280             22 %
OPERATING LOSS               (4,904,140 )         -21 %        (6,367,257 )         -38 %     1,463,117            -23 %
Total other expense            (295,243 )          -1 %        (1,141,402 )          -7 %       846,159            -74 %
NET LOSS                $    (5,199,383 )         -22 %   $    (7,508,659 )         -45 %   $ 2,309,276            -31 %

Net Loss. Primarily as a result of the matters discussed below, and noncash charges for the years ended September 30, 2008 and 2007 of $7,699,643 and $6,895,687, respectively, we reported a net loss of $5,199,383 for the year ended September 30, 2008, compared to a net loss of $7,508,659 for the year ended September 30, 2007.

Revenues. Revenue for the year ended September 30, 2008 increased 42% to $23,650,725, compared to revenue of $16,658,392 for the year ended September 30, 2007. The revenue increase is directly attributable to the (i) full year of revenue derived from the Multiband subscriber acquisition, (ii) product shift to subscribers that produce higher recurring revenue streams, (iii) increase in the number of subscribers to Internet services, and (iv) 145% increase in installation, wiring and other revenue due mainly to the DIRECTV HDTV upgrade subsidy that occurred in fiscal 2008. As discussed above, and as a result of the continuation of the DIRECTV upgrade subsidy into fiscal 2009, and despite the sale of subscribers and resulting loss of revenue, we expect revenue to remain constant into fiscal 2009. Revenue for the years ended September 30, 2008 and 2007 was derived, as a percent, from the following sources:

                                                  For the year ended              For the year ended
                                                  September 30, 2008              September 30, 2007
Private cable programming revenue             $   4,862,851            20 %   $   3,878,558            23 %
DTH programming revenue and subsidy              13,048,076            55 %       9,471,586            57 %
Internet access fees                              2,740,902            12 %       2,084,989            13 %
Installation fees, wiring and other revenue       2,998,896            13 %       1,223,259             7 %
Total revenue                                 $  23,650,725           100 %   $  16,658,392           100 %

The increase in the DTH programming revenue and subsidy is the result of the Company continuing to emphasize the conversion of low average revenue Private Cable subscribers to DIRECTV service subscribers. During the year ended September 30, 2008, approximately 1,500 subscribers were converted from Private Cable to DIRECTV services. This emphasis is expected to continue in fiscal 2009.

Direct Costs. Direct costs are comprised of programming costs, monthly recurring Internet broadband connections and costs relating directly to installation services. Direct costs increased to $10,076,041 for the year ended September 30, 2008, as compared to $7,266,595 for the year ended September 30, 2007, primarily as a result of the increase in the number of subscribers over the twelve months as a whole from the prior period and the impact of recognizing a full year of programming costs derived from the mostly Private Cable Multiband subscriber acquisition in July 2007. While we expect a proportionate increase in direct costs as our subscriber growth continues, direct costs are linked to the type of subscribers we add and Choice and Exclusive DTH DIRECTV subscribers, which we are attempting to increase, have no associated programming cost. Direct costs should continue to decrease as a percent of revenue in fiscal 2009.

Sales Expenses. Sales expenses decreased slightly to $1,266,694 compared to $1,296,570 for the years ended September 30, 2008 and 2007, respectively, inclusive of noncash charges in fiscal 2008 of $12,240, nil in fiscal 2007, a 2% reduction in expense as a percent of revenue. Although new marketing initiatives to increase our subscriber base and advertise advanced services are continuing, we expect a decrease in sales expense as a percent of revenue to continue in fiscal 2009.

Customer Service and Operating Expenses. Customer service and operating expenses are comprised of expenses related to the Company's call center, technical support, project management and general operations. Customer service and operating expenses were $5,940,525 and $4,784,931 for the years ended September 30, 2008 and 2007, respectively, inclusive of noncash charges of $4,278 and $61,446, respectively, a 4% decrease as a percent of revenue. These expenses are expected to increase in dollars in fiscal 2009 primarily as the result of (i) the launch of new DIRECTV HDTV services in existing and new properties, (ii) an increase in our customer service quality levels, and (iii) positioning the Company to expand its services to a larger subscriber base in the future. Despite this dollar increase, the Company anticipates these expenses to decrease as a percent of revenue in fiscal 2009. A breakdown of customer service and operating expenses is as follows:

                                               Year ended                   Year ended
                                           September 30, 2008           September 30, 2007
 Call center expenses                   $    1,695,709        28 %   $    1,601,111        33 %
 General operation expenses                  1,920,822        32 %        1,461,249        31 %
 Property system maintenance expenses        2,323,994        40 %        1,722,571        36 %
 Totals                                 $    5,940,525       100 %   $    4,784,931       100 %

The increase in property system maintenance expense was due mainly to (i) significant maintenance work on the approximately 180 properties acquired from Multiband at the end of fiscal 2007, and (ii) a general increase in service quality levels.

General and Administrative Expenses. General and administrative expenses increased slightly to $4,692,763 from $4,292,991 for the years ended September 30, 2008 and 2007, respectively, with total noncash charges included of $781,315 and $1,253,806, respectively, described below:

                                                                 Years ended September 30,
                                                                    2008             2007
Total general and administrative expense                       $    4,692,763     $ 4,292,991

Noncash charges:
Share based compensation - nonemployees                                13,500          63,125
Share based compensation - employees (1)                              304,732         822,525
Compensation expense through the issuance of restricted
common stock for services rendered                                     70,206          73,500
Excess discount for the issuance of stock under stock
purchase plan                                                          19,327          19,808
Issuance of common stock for bonuses                                   36,064          11,973
Provision for compensation expense settled through the
issuance of common stock                                              204,000          70,886
Bad debt provision                                                    133,486         191,989
Total noncash charges                                                 781,315       1,253,806
Total general and administrative expense net of noncash
charges                                                        $    3,911,448     $ 3,039,185
Percent of revenue                                                         17 %            18 %

(1) The Company recognized noncash share-based compensation expense for employees based upon the fair value at the grant dates for awards to employees for the years ended September 30, 2008 and 2007, amortized over the requisite vesting period, of $304,732 and $822,525, respectively. The total stock-based compensation expense not yet recognized and expected to vest over the next twenty months is approximately $110,000.

Excluding the $781,315 and $1,253,806 in noncash charges from the years ended September 30, 2008 and 2007, respectively, general and administrative expenses were $3,911,448 (17% of revenue) compared to $3,039,185 (18% of revenue). Although we anticipate general and administrative expenses to increase in dollars, we expect these expenses to decrease as a percent of revenue in fiscal 2009.

Other Noncash Charges. Depreciation and amortization expenses increased from $5,384,562 during the fiscal year ended September 30, 2007 to $6,578,842 during the fiscal year ended September 30, 2008. The increase in depreciation and amortization is associated with additional equipment being deployed and other intangible assets that were acquired over the prior period. Interest expense included noncash charges of $322,968 for the amortization of deferred finance costs and debt discount.

Other Income, Net. On September 30, 2008, we sold 1,686 subscribers to CSC Holdings, Inc. for $2,529,000. The total gain on the sale of customers and the related property and equipment was $1,860,593. During the year ended September 30, 2008, interest expense significantly increased to $2,157,635, due mainly to an additional $971,461 in interest expense related to the Credit Facility.

On May 31, 2007, we sold 163 subscribers to the Continental Group Inc. for $80,715. The total gain on the sale of the customers and the related property and equipment was $14,245. Additionally, on September 1, 2007, a property acquired from another service provider containing 536 subscribers terminated their contract prior to expiration pursuant to a certain provision of Florida condominium law resulting in a loss of $124,297. During the year ended September 30, 2007, interest expense increased to $1,059,079 due mainly to $837,917 in interest expenses related to the Credit Facility.

RESULTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006

                             For the year ended                For the year ended             Change          Change
. . .