Overview

You should read the following discussion of our financial condition and results of operations together with the audited financial statements and the notes to audited financial statements included elsewhere in this filing prepared in accordance with accounting principles generally accepted in the United States. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Our principal capital resources have been through the subscription and issuance of common stock, although we have also used loans from Vencore Solutions, LLC, stockholder loans, and advances from related parties.

Plan of Operations And Cash Requirements

Our operating expenses (selling, general and administrative expenses) consist mostly of wages and benefits, contract services and communication expenses. The amount incurred by our company for the years ended June 30, 2009 and 2008, respectively was approximately $1.1 million and 2.1 million.

Our cash on hand at June 30, 2009 was approximately $40,000. We have made a concentrated effort over the prior twelve months to reduce our selling, general and administrative expenses, which currently have a cash burn rate of approximately $60,000 to $75,000 per month. Until the time period that additional monitoring locations, pursuant to the AHA contract or other market//customers, are on revenue, we may need to raise additional working capital to fund our current business activities. We intend to raise the additional capital needed to meet these immediate short-term needs primarily through borrowings form officers, directors or private investors or factoring our revenue streams.

Over the long term we will require additional financing in order to acquire equipment, install and monitor additional locations pursuant to the AHA contract, as well as any other expansions into newer markets for us. We anticipate relying on cash flows from operations, equity and/or debt financing and factoring our revenue streams for such expansion. We presently do not have any arrangements for additional financing for the expansion of our operations, and no potential lines of credit or sources of financing are currently in place for the purpose of proceeding with our plan of operations.

Results of Operations for the year ended June 30,2009 and 2008

Revenue and Cost of goods sold.

We derive revenue from our operations by charging monthly fees for providing
integrated equipment, monitoring, labor and other technology services as well as
equipment sales to our customers. Our revenue and cost of goods sold for the
year ended June 30, 2009 and 2008 are outlined in the table below:

                                               Year ended
                                                June 30,
                                            2009        2008

  VMS Revenue:
       Equipment license/monitoring fees $  21,488   $    555
       Domain/business hosting fees          4,546      9,443
       Other                                20,072          -
                                         $  46,106   $  9,998

                                                                Year ended
                                                                 June 30,
                                                            2009          2008

  Other Revenue:
       Equipment sales                                  $  102,762   $  1,013,402
       IT Services                                          52,585        221,968
       Other                                                   341            159
                                                        $  155,688   $  1,235,529


                             Revenue                    $  201,794      1,245,527

                                     Cost of goods sold    (71,459 )     (582,977 )
                                                        $  130,335   $    662,550

Other revenues for the year ended June 30, 2009 decreased as compared to the comparative period in 2008 as a result of our Company temporarily suspending marketing efforts for our products and services in order to focus exclusively on the AHA beta testing consummation, signing of the agreement and the intended roll-out and implementation. During the year ended June 30, 2008, we had approximately $784,000 of sales to Nickelodeon pursuant to an agreement that failed to develop into a monitoring arrangement for our Company. Our gross profit percent on equipment sales was 30% and 42% for the year ended June 30, 2009 and 2008, respectively.

VMS revenue is however growing as we have started rolling our locations in conjunction with the AHA contract

Selling, general and administrative expenses.

Our selling, general and administrative expenses for the year ended June 30, 2009 and 2008 are outlined in the table below:

                                              Year ended
                                               June 30,

                                          2009          2008
Wages & employee benefits             $   607,405   $   795,447
Contract services                         141,926       359,420
Computer network services                  27,312       113,328
Accounting, audit and tax expenses         33,595        42,481
Rent                                       52,800        51,200
Legal                                      13,611        74,723
Board fees                                 50,000        45,832
Telephone                                  46,125        42,166
Travel, meals and entertainment            19,055        23,188
Research and development                    1,233        22,385
Stock transfer/shareholder/proxy fees       1,902        18,580
Insurance                                  22,294        16,483
Computer server/other                       1,155        12,565
Utilities                                  13,302         8,899
Advertising/promotion/IR                   59,272         1,080
Other expenses                             18,957       359,893
Bad debt expenses                          17,151       154,406
                                      $ 1,127,095   $ 2,142,076

Selling, general and administrative expenses for the year ended June 30, 2009 decreased by 48% as compared to the comparative period in 2008 primarily as a result of our management making a concentrative effort to reduce such costs.

Advertising/promotion/IR expenses for the year end June 30, 2009 increased as compared to the comparative period in 2008 primarily as a result of $32,500 (including stock issued for services, $12,000) to Wall Street Resources, pursuant to our Financial Communications Consulting Agreement and $11,100 for a web site development project. Other expenses for the year ended June 30, 2008 includes $282,000 of amortization cost of warrants issued late in 2006.

Financial Condition, Liquidity and Capital Resources

Our principal capital resources have been through the issuance of common stock, shareholder loans, advances from related parties and borrowings. Our primary liquidity needs are to fund our working capital requirements and future equipment purchases. Our ability to continue as a going concern is dependent upon obtaining additional working capital to develop our business operations.

                                     June 30,        June 30,
                                       2009            2008

Current Assets                     $   438,702   $      260,427
Current Liabilities (a)                832,053        1,895,871
   Working Capital (deficit)       $  (393,351 ) $  ((1,635,444 )


Long-term debt                     $   242,010   $      109,024
Stockholder's Equity(deficit)      $  (557,981 ) $   (1,680,808 )


Current Liabilities (a)
   Trade accounts payable          $   215,890   $       75,323
   Other accrued liabilities           290,926          514,562
   Convertible notes payable           212,000        1,173,000
   Long-term debt, current portion     113,237          132,986
                                   $   832,053   $    1,895,871

Our primary liquidity needs are to fund our working capital requirements and future capital expenditures. Our ability to continue as a going concern is dependent upon obtaining additional working capital to develop our business operations. We intend to use borrowings, security sales and/or factoring our revenue streams to mitigate the affects of our cash position; however, due to current conditions in the debt and equity markets, no assurance can be given that debt or equity financing, if and when required, will be available.

Working Capital

                                                          Percentage
                             June 30,       June 30,      Increase/
                               2009           2008        (Decrease)

Current Assets            $     260,427   $   438,702         (40.6% )
Current Liabilities           1,895,871       832,053         127.9%
Working Capital (deficit) $  (1,635,444 ) $  (393,351 )       315.8%

Cash Flows
                                                       Year ended June 30,
                                                2009          2008          2007

 Net cash (used in) operating activities    $  (908,298 ) $  (767,802 ) $  (891,310 )
 Net cash (used in) by investing activities     (25,809 )      (6,593 )    ( 40,322 )
 Net cash flow provided by (used in)            842,381       903,729       919,000
financing activities
 Increase (decrease) in cash and cash       $   (91,726 ) $   129,334   $   (12,632 )
 equivalents

Our cash on hand at June 30, 2009 was approximately $40,000. We have made a concentrated effort over the prior twelve months to reduce our selling, general and administrative expenses, which currently have a cash burn rate of approximately $60,000 to $75,000 per month. Until the time period that additional monitoring locations, pursuant to the AHA contract, or other markets/customers are on revenue, we may need to raise additional working capital to fund our current business activities. We intend to raise the additional capital needed to meet these immediate short-term needs primarily through borrowings from officers, directors or private investors or factoring our revenue streams..

Over the long term we will require additional financing in order to acquire equipment, install and monitor additional monitoring locations pursuant to the AHA contract, as well as any other expansions into newer markets for us. We anticipate relying on cash flows from operations, equity and/or debt financing and/or factoring our revenue streams for such expansion. We presently do not have any arrangements for additional financing for the expansion of our operations, and no potential lines of credit or sources of financing are currently in place for the purpose of proceeding with our plan of operations.

Contractual Obligations

As a "smaller reporting company", we are not required to provide tabular disclosure obligations.

Going Concern

We have incurred losses since our inception. Because of these historical losses, we will require additional working capital to develop our business operations. We intend to use borrowings, security sales and/or revenue factoring to mitigate the affects of our cash position; however, no assurance can be given that debt or equity financing, if and when required, will be available.

The continuation of our business is dependent upon obtaining further financing and achieving a break even or profitable level of operations. Any issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current or future stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to either (i) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (ii) obtain additional financing to support our working capital requirements. To the extent that funds generated from operations and any equity and/or debt financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available, we may not be able to increase our operations.

These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials

We base our assumptions and estimates on historical experience and other sources that we believe to be reasonable at the time. Actual results may vary from our estimates due to changes in circumstances, weather, politics, global economics, mechanical problems, general business conditions and other factors. Our significant estimates are related to the valuation of warrants, stock and options and the valuation allowance for our deferred income tax benefit.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.