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

BACKGROUND

The Company was incorporated in the State of Nevada in February 2000. In January 2001, the Company purchased 100% of the issued and outstanding shares of FX3000, Inc. (formerly Oxford Global Network, Ltd.), a Delaware corporation, the designer of the FX3000 currency trading software platform. The FX3000 software program is a financial real time quote and money management platform for use by independent foreign currency traders.

In March 2002, the Company transferred its FX3000 software program to FX Direct Dealer, LLC ("FX Direct") a joint venture company that markets the FX3000 software program. The Company received a 25% interest in the joint venture in return for the transfer. On January 26, 2009, the Company entered into a purchase and sale agreement effective as of December 31, 2008 (the "Purchase Agreement"), pursuant to which the Company agreed to sell (the "Sale") its approximate 25% membership interest (the "Membership Interest") in FX Direct to FX Direct. On March 17, 2009, the Company completed the Sale of the Membership Interest to FX Direct.

The aggregate purchase price of the Membership Interest was approximately $26,000,000, of which $9,000,000 was paid in cash at the closing of the Sale and the remaining $17,000,000 is payable in 36 equal monthly installments of $472,222.22, bearing interest at the rate of 10% per annum and evidenced by a subordinated promissory note that was issued pursuant to a Cash Subordinated Loan Agreement ("Loan Agreement").

In addition to the development and marketing of our PromotionStat and Cyber-Fence software platforms, the Company intends to seek to acquire and/or develop other new technologies and other business opportunities. In this regard, management is reviewing the possibility of entering into the aircraft recovery and used aircraft parts business. Preliminary research by management has shown the existence of a substantial shortage of used aircraft parts and that healthy profit margins can be made with respect to that environmentally friendly business. Management will also consider investing in commercial real estate ventures.

RESULTS OF OPERATIONS

Total revenues from software maintenance for the fiscal year 2009 were $0 as compared to $919,000 for the fiscal year 2008, as the Company's software servicing and maintenance services for FX Direct were terminated in fiscal 2008. Total revenues in fiscal 2008 consisted of $ 919,000 in revenues realized from the FX 3000 joint venture and $-0- from the on-line use of the PromotionStat software. After costs of revenues of $0 in fiscal 2009 and $591,000 in fiscal 2008, the Company realized net revenues of $0 in fiscal 2009 and $328,000 for fiscal 2008.

General and administrative expenses in fiscal 2009 decreased to $832,488 as compared to $3,627,891 in fiscal 2008, primarily as a result of a decrease in salaries and benefits in connection with the termination of the Company's software servicing and maintenance operations for FX Direct.

The Company experienced a loss from operations of $823,488 in fiscal 2009 as compared to $3,299,891 in 2008.

Other revenues and expenses in fiscal 2009 included a gain on the sale of the Company's investment in FX Direct of $23,597,942. Other revenues and expenses in fiscal 2008 included a gain on the Company's investment in FX Direct of $2,407,058.

The Company recorded a provision for income taxes of $6,442,239 on fiscal 2009 relating to the gain on sale of its investment in FX Direct as compared to no provision in fiscal 2008.

As a result of the foregoing, the Company had net income of $16,617,629 in fiscal 2009 as compared to a net loss of ($661,489) in fiscal 2008.

FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES

At January 31, 2009 cash on hand was $134,918 as compared with $67,287 at January 31, 2008.

On March 17, 2009, the Company completed the Sale of its Membership Interest to FX Direct. The aggregate purchase price of the Membership Interest was approximately $26,000,000, of which $9,000,000 was paid in cash at the closing of the Sale and the remaining $17,000,000 is payable in 36 equal monthly installments of $472,222.22, bearing interest at the rate of 10% per annum and evidenced by a subordinated promissory note that was issued pursuant to a Cash Subordinated Loan Agreement ("Loan Agreement"). The Loan Agreement provides the Company with an increased interest rate in the event of late payments by the Purchaser and with the remedy of liquidation in the event of a default. The Company also received approximately $250,000 from the Purchaser in full satisfaction of amounts owed to the Company for providing certain services to the Purchaser.

The Company intends to retain the proceeds of the Sale for general working capital purposes and to engage in new business opportunities. The Company believes that the proceeds of the sale of its interest in FX Direct will be sufficient to fund its operations during fiscal 2010.

The Company's total stockholders' equity increased to $16,206,172 at January 31, 2009 from ($411,502) at January 31, 2008 as a result of the gain associated with sale of the Company's interest in FX Direct.

The Company issued a stock dividend of 211,431 shares of Common Stock to the holders of the preferred stock in fiscal 2008.