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

Some of the information contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report includes forward-looking statements based on our current management's expectations. There can be no assurance that actual results, outcomes or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including, among others, our limited operating history, unpredictability of future operating results, competitive pressures and the other potential risks and uncertainties.

The following discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere. See "Financial Statements."

The Company, through Planet Halo and Wireless Village, had been selling subscriptions to its wireless Internet access service in various increments, including daily, weekly, monthly and yearly since 2007. During our fiscal quarter ending December 31, 2010, we had completed the transition away from this business and refocused our efforts to the sale and distribution of mobile video surveillance systems. As of the period June 30, 2011 we had no wireless Internet revenues and had terminated all agreements with suppliers of leased telecom lines and site leases. For the twelve-month periods ending June 30, 2011 and 2010, subscription sales for Planet Halo were recorded as $885 and $9,638 respectively whereas the subscription sales for Wireless Village for the same periods were $0 and $652 respectively. Total subscription sales were therefore $885 and $10,290 respectively, demonstrating a 91% loss of subscription revenue over the previous year due to discontinuation of the service.

During September 2010, Wireless Village, now operating under its fictitious business name "3rd Eye Cam", has brought expertise in mobile digital camera deployment into the company by partnering with several industry professionals and a manufacturer of camera and DVR products. This refocus had an immediate effect with an increase in sales of hardware by 3rd Eye Cam for the year ending June 30, 2011. Wireless Village purchases hardware including cabling, connectors, hard drives, wireless transceivers, cameras and various other hardware items for configuration prior to release to end users. These items are either listed in inventory if held beyond the close of the current accounting period, or summarized as "cost of goods sold" when sold with resulting revenues recorded as hardware sales. Inventory orders which have been paid for, or partially paid for, in advance of receipt are classified as Pre-Paid Inventory. In some instances installation services were supplied along with the sale of the new camera, or other, product, which may include pre-programming of functions prior to shipment. Generally, subcontracted labor supplied installation related to hardware or system support services. Revenue was recognized after the subcontractors performed their services and/or the hardware was delivered, and the collectability was reasonably assured. Support services, not including sales of the mobile camera product, for the twelve-month periods ending June 30, 2011 and 2010 were recorded as $20,892 and $6,016 respectively, an increase of 247%. Hardware sales, including cameras, were recorded as $949,986 for the twelve-month period ending June 30, 2011 and $10,407 for the twelve-month period ending June 30, 2010, a significant increase over the gross amount for the same period of 2010 attributed entirely to sales of camera devices. Web hosting services for the twelve-month periods ending June 30, 2011 and 2010, although discontinued during the current year, were recorded as $1,548 and $3,642 respectively. Other income attributed to charges for shipping and handling of camera products totaled $5,130 for the twelve-month period ending June 30, 2011 whereas other income, though not connected to shipping and handling, during the twelve-month period ending June 30, 2010 was $1,687. Accounts receivable at June 30, 2011 and June 30, 2010 was recorded at $41,688 and $69 respectively, a significant increase due to an increase in camera sales orders.

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Overall, net revenues for the twelve-month period ending June 30, 2011 were up $910,136 to $945,741 over the twelve-month period ending June 30, 2010, an increase of 2,556% attributed entirely to the addition of camera sales during the period September 2010 through June 30, 2011. Gross Profit increased over the same period from a deficit of $19,183 to a profit of $359,608.

Plan of Operation for the Next Twelve Months

Our plan of operation for the next twelve months is to expand the sales and marketing effort of Wireless Village through implementation of distribution channels and addition of new products. Additionally, we intend to utilize Planet Halo to approach the consumer electronics market with a lower-cost version of the in-vehicle recording device and to expand its product line to include other, non-competing, video and electronic devices possibly sourced from other manufacturers. By these initiatives we hope to:

? continue to gain market share in the field of mobile incident reporting

? increase our gross revenues,

? lower our operating costs by unburdening certain selling expenses to third party distributors,

? source and retain staff experienced in the field of video surveillance equipment sales and purchasing,

? develop revenues and profitability for Planet Halo in consumer electronics

? have sufficient cash reserves to pay down accrued expenses

Liquidity

In prior years our primary source of operating capital has been funding sourced through insiders or shareholders under the terms of unsecured promissory notes. The amount of borrowed funds, cash through acquisitions, and funds from equity sales has been sufficient to pay the cost of legal and accounting fees as necessary to maintain a current reporting status with the Securities and Exchange Commission. However, sufficient funds have been unavailable to significantly pay down other commercial and vendor accounts payable.

During the current fiscal year we have increased our revenues, funded a convertible debenture in the amount of $100,000 and have been able to pay our contractors and vendors as goods have been received. Management believes that, through execution of our current business plan, the Company will be able to continue to pay its vendors and to begin reduction of its accrued liabilities in the coming year.

Although our senior management and board of directors are continuing to provide services to the Company for the near term without cash compensation, we have no assurances that will continue to be the case or that adequate compensation can be arranged to secure their continued services. If projected revenues provide insufficient profits to continue payment to our vendors and our management team it may be necessary to secure short term inventory financing. In the event such financing is not available the company's plans for expansion may not be realized on the projected time schedule.

Off-Balance Sheet Arrangements

As of September 28, 2011, our company has not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under which we have

? an obligation under a guarantee contract,

? a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets,

? an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, or

? an obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to, us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging, or research and development services with, us.

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