SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549








**FORM
      10-QSB**





(Mark
                One)R
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934****For
                the quarterly period ended September 30, 2007**£
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT****For
                the transition period from _________to
                __________**





**Commission
      file number 000-28739**





**Satellite
      Security Corporation**


*(Exact
      name of small business issuer as specified in its charter)*





**Nevada**
            **91-1903590***(State
                or other jurisdiction of *incorporation
                or organization)**
            *(IRS
                Employer *Identification
                No.)**





**P.O.
      Box 880263, San Diego, CA 92168-0263**


*(Address
      of principal executive offices)*





**(619)
      977-1515**


*(Issuer's
      telephone number)*





*____________________________________________*


*(Former
      name, former address and former
      fiscal year, if changed since last report)*





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. YES R
      NO £




Indicated
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).YES
      R NO
£





On
      November 12, 2007, the registrant had outstanding 2,222,034 shares of common
      stock, which is the registrant's only class of common equity.





Transitional
      Small Business Disclosure Format (Check One) YES £NO
R













**EXPLANATORY
      NOTE**





In
      our
      quarterly report on Form 10-QSB for the period ended March 31, 2007, we reported
      that on March 7, 2007, our operating subsidiary, and sole source of revenue,
      Satellite Security Systems, Inc. ("Satellite"), lacked sufficient working
      capital to continue to fund its operations in the ordinary course of business,
      and all Satellite employees were released.  Following that date, we
      then evaluated options for the sale or other disposition of our assets, and
      also
      evaluated options for obtaining additional financing or acquiring or merging
      with another operating company.  As previously reported we were in
      default under the terms of $3.3 million in Secured Convertible Promissory Notes
      (the "Notes").




In
      a
      current report on form 8-K filed with the Commission on July 2, 2007, we
      reported that in June 2007 the holders of the Notes (the "Noteholders") informed
      us that they intended to exercise their remedies under, among other sources
      of
      authority, the California Uniform Commercial Code (the "UCC") and Section 9620
      thereof, pursuant to which they may accept collateral in satisfaction of the
      obligations secured by such collateral.  On June 29, 2007 we entered
      into an agreement with the Noteholders (the "Noteholders Agreement") pursuant
      to
      which we agreed to consent to the Noteholders foreclosure on, and to transfer
      to
      the Noteholders, substantially all of our assets including the stock of our
      subsidiary entities.  In exchange, the Noteholders agreed to (i)
      convert all outstanding amounts due and all obligations under the Notes into
      an
      aggregate of 2,000,000 shares of our common stock (calculated on a post split
      basis after taking into account the reverse split discussed below); (ii) waive
      all breaches, defaults and/or events of default under the loan documents related
      to the Notes, and all penalties, accrued and unpaid interest, charges, fees
      and
      costs; and (iii) cancel all outstanding Class A common stock purchase warrants
      and Class B common stock purchase warrants issued to the Noteholders in
      connection with the Notes.




The
      obligations under the Noteholders Agreement were subject to certain conditions,
      including principally a 1 for 500 reverse split of our outstanding common
      stock.  On July 30, 2007 we mailed to our stockholders and filed with
      the Commission a Consent Solicitation Statement seeking approval of the 1 for
      500 reverse stock split and describing the transactions contemplated by the
      Noteholders Agreement.  Effective as of August 6, 2007, we secured
      sufficient shareholder consents to approve the reverse stock
      split.  We filed a certificate of amendment to our articles of
      incorporation with the Nevada Secretary of State which  became
      effective on August 18, 2007.  Following the effectiveness of the
      reverse stock split, on September 14, 2007 we consummated the transactions
      contemplated by the Noteholders Agreement.




Because
      the Noteholders Agreement was signed on June 29, 2007 prior to the end of the
      quarter ended June 30, 2007 and because all conditions to the consummation
      of
      the transactions contemplated thereunder had been completed in all material
      respects, the disclosure in this report reflects the effect of the consummation
      of the transactions contemplated under the Noteholders Agreement as if it
      occurred on June 29, 2007.









**TABLE
      OF CONTENTS**





**Part
                I — Financial Information**Item
                1.
            Financial
                Statements (unaudited)Item
                2.
            Management's
                Discussion and Analysis or Plan of
                OperationsItem
                3.
            Controls
                and Procedures**Part
                II — Other Information**Item
                1.
            Legal
                ProceedingsItem
                2.
            Unregistered
                Sales of Equity Securities and Use of
                ProceedsItem
                3.
            Defaults
                Upon Senior SecuritiesItem
                4.
            Submission
                of Matters to a Vote of Security
                HoldersItem
                5.
            Other
                InformationItem
                6.
            Exhibits
                and Reports on Form 8-K









**PART
      I — FINANCIAL INFORMATION**


**ITEM
      1.           FINANCIAL STATEMENTS**


**Satellite
      Security Corporation**


**Consolidated
      Balance Sheet**


**(Unaudited)**


**September
                30, 2007**
            
            
            **September
                30, 2006****Assets**Current
                AssetsCash
                and cash equivalents
            
            $
            0
            
            
            $
            960,438Accounts
                receivable, net of allowance for doubtful accounts
            
            
            -
            
            
            
            63,145Inventories,
                net of allowance
            
            
            -
            
            
            
            309,819Subscription
                receivable
            
            
            53,606
            
            
            
            -Other
                current assets
            
            
            -
            
            
            
            37,884Total
                Current Assets
            
            
            53,606
            
            
            
            1,487,846Property
                and equipment, net
            
            
            -
            
            
            
            131,674Total
                Other Assets
            
            
            -
            
            
            
            387,194Total
                Assets
            
            $
            53,606
            
            
            $
            2,006,714**Liabilities
                and Shareholders' Deficit**Current
                LiabilitiesAccounts
                payable
            
            $
            0
            
            
            $
            614,494Accrued
                expenses
            
            
            -
            
            
            
            395,327Notes
                and loans payable to related parties
            
            
            -
            
            
            
            164,841Total
                Current Liabilities
            
            
            -
            
            
            
            1,269,494Non-Current
                LiabilitiesNotes
                payable to related parties, net of current portion
            
            
            -
            
            
            
            768,200Total
                Non-Current Liabilities
            
            
            -
            
            
            
            6,683,231Total
                Liabilities
            
            
            -
            
            
            
            7,952,725Commitments
                and ContingenciesShareholders'
                EquityCommon
                stock, $0.001 par valueAuthorized
                - 250,000,000 sharesIssued
                and outstanding - 2,222,034 shares
            
            
            2,222
            
            
            
            110,982Common
                stock subscribed - 53,762 Shares at 9/30 Value of $10.01
            
            
            22
            
            
            
            -Additional
                paid-in capital
            
            
            10,370,544
            
            
            
            6,877,832Premium
                on common stock subscribed
            
            
            218,487
            
            
            
            -Accumulated
                Deficit
            
            
            (10,537,669
            )
            
            
            (12,934,825
            )Total
                Shareholders' Equity
            
            
            53,606
            
            
            
            (5,946,011
            )Total
                Liabilities and Shareholders' Equity
            
            $
            53,606
            
            
            $
            2,006,714




The
      accompanying notes are an integral part of these consolidated financial
      statements.









**Satellite
      Security Corporation**


**Consolidated
      Statements of Discontinued Operations**


**(Unaudited)**





**For
                the three months ended**
            
            
            **For
                the nine months ended****September
                30,**
            
            
            **September
                30,****2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006**Revenues
            
            $
            -
            
            
            $
            419,632
            
            
            $
            96,875
            
            
            $
            1,074,929Cost
                of Revenues
            
            
            -
            
            
            
            355,764
            
            
            
            94,823
            
            
            
            917,356Gross
                Profit
            
            
            -
            
            
            
            63,868
            
            
            
            2,052
            
            
            
            157,573Operating
                ExpensesResearch
                and development
            
            
            -
            
            
            
            67,863
            
            
            
            69,986
            
            
            
            205,030Marketing
                and sales
            
            
            -
            
            
            
            196,375
            
            
            
            42,010
            
            
            
            485,320General
                and administrative
            
            
            39,347
            
            
            
            830,799
            
            
            
            785,944
            
            
            
            2,299,787Total
                Operating Expenses
            
            
            39,347
            
            
            
            1,095,037
            
            
            
            897,939
            
            
            
            2,990,137Operating
                Loss From Discontinued Operations
            
            
            (39,347
            )
            
            
            (1,031,169
            )
            
            
            (895,887
            )
            
            
            (2,832,564
            )Other
                Income/(Expense)Interest
                expense
            
            
            -
            
            
            
            (3,127,590
            )
            
            
            (2,723,316
            )
            
            
            (3,993,958
            )Net
                change in fair value of common stock warrants and embedded derivative
                liability
            
            
            -
            
            
            
            -
            
            
            
            3,063,108
            
            
            
            -Other
                income
            
            
            38,942
            
            
            
            722,097
            
            
            
            2,183,327
            
            
            
            722,097Total
                Other Income/(Expense)
            
            
            38,942
            
            
            
            (2,405,493
            )
            
            
            2,523,119
            
            
            
            (3,271,861
            )Net
                Income/(Loss) From Discontinued Operations
            
            $
            (405
            )
            
            $
            (3,436,662
            )
            
            $
            1,627,232
            
            
            $
            (6,104,425
            )Basic
                and diluted income/(loss) per share from discontinued
                operations
            
            $
            (0.00
            )
            
            $
            (15.66
            )
            
            $
            3.95
            
            
            $
            (29.85
            )Weighted
                average common shares outstanding as split 500 for 1
            
            
            787,215
            
            
            
            219,432
            
            
            
            412,451
            
            
            
            204,494




The
      accompanying notes are an integral part of these consolidated financial
      statements.




3




**Satellite
      Security
      Corporation**


**Consolidated
      Statements of Cash Flows from Discontinued Operations**


**(Unaudited)**





**For
                the nine months ended****September
                30****2007**
            
            
            **2006****Cash
                flows from operating activities:**Net
                income/(loss) from discontinued operations
            
            $
            1,627,232
            
            
            $
            (6,104,425
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Non-cash
                interest expense
            
            
            2,784,658
            
            
            
            3,495,981Gain
                on change in value of warrants and embedded derivative
                liability
            
            
            (3,063,108
            )
            
            
            (722,097
            )Common
                stock issued for service
            
            
            -
            
            
            
            446,000Amortization
                of debt discount
            
            
            -
            
            
            
            238,082Share-based
                compensation expense
            
            
            38,975
            
            
            
            157,802Depreciation
                and amortization
            
            
            15,000
            
            
            
            34,759Amortization
                of debt issuance costs
            
            
            295,392
            
            
            
            65,228Other
                non-cash items
            
            
            -
            
            
            
            2,443Changes
                in operating assets and liabilities:
            
            
            -
            
            
            
            -Restricted
                cash for letter of credit
            
            
            75,000
            
            
            
            -Accounts
                receivable, net
            
            
            138,325
            
            
            
            38,391Inventories
            
            
            1,060
            
            
            
            (276,119
            )Other
                current assets
            
            
            17,197
            
            
            
            -Deferred
                costs
            
            
            6,108
            
            
            
            (73,675
            )Accounts
                payable
            
            
            (523,188
            )
            
            
            116,612Accrued
                expenses
            
            
            (348,452
            )
            
            
            (87,377
            )Deferred
                revenues/customer prepayments
            
            
            (519,011
            )
            
            
            37,418Other
            
            
            -
            
            
            
            (7,875
            )Net
                cash used in operating activities
            
            
            545,188
            
            
            
            (2,638,852
            )**Cash
                flows from investing activities:**Purchases
                of property and equipment
            
            
            -
            
            
            
            (62,219
            )Net
                cash used in investing activities
            
            
            -
            
            
            
            (62,219
            )**Cash
                flows from financing activities:**Proceeds
                from secured convertible notes
            
            
            -
            
            
            
            3,300,000Deferred
                financing costs on secured convertible notes
            
            
            -
            
            
            
            (350,000
            )Repayment
                of long-term debt
            
            
            (24,889
            )
            
            
            (14,481
            )Proceeds
                from short-term loan
            
            
            -
            
            
            
            500,000Repayment
                of short-term debt
            
            
            -
            
            
            
            (540,000
            )Proceeds
                from related party loan
            
            
            2,710
            
            
            
            1,244,078Repayment
                of related party loan
            
            
            -
            
            
            
            (351,051
            )Shareholder
                advances
            
            
            (800,094
            )
            
            
            105,000Shareholder
                repayments
            
            
            -
            
            
            
            (248,479
            )Net
                cash provided by financing activities
            
            
            (822,273
            )
            
            
            3,645,067**Net
                increase in cash**
            
            
            (277,085
            )
            
            
            943,996**Cash
                and cash equivalents at beginning of year**
            
            
            277,085
            
            
            
            16,442**Cash
                and cash equivalents at end of year**
            
            $
            0
            
            
            $
            960,438**Supplemental
                disclosure of cash flow
                information:**Cash
                paid for interest
            
            
            6,093
            
            
            
            133,826**Supplemental
                schedule of non-cash financing activities:**Conversion
                of  debt into common stock
            
            
            168,509
            
            
            
            1,131,200Debt
                discount in connection with recording value of embedded derivative
                liability
            
            
            
            
            
            
            3,300,000Allocation
                of convertible note proceeds to warrants
            
            
            
            
            
            
            2,944,590





The
      accompanying notes are an integral part of these consolidated financial
      statements.




4




**SATELLITE
      SECURITY CORPORATION**


**CONDENSED
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**


**Note
      1 –Basis of Presentation**




The
      accompanying consolidated financial statements as of September 30, 2007 and
      for
      the nine months ended September 30, 2007 and 2006, respectively, are
      unaudited.  The consolidated financial statements and related notes
      have been prepared in accordance with generally accepted accounting principles
      applicable to interim periods.  In the opinion of management, the
      consolidated financial statements reflect all adjustments, consisting only
      of
      normal recurring adjustments, necessary for a fair presentation of the
      consolidated financial position, operating results and cash flows for the
      periods presented.  Certain prior year amounts may have been
      reclassified to conform to current period presentation. All Common Stock
      shares are presented to reflect a 500 for 1 stock split approved by the
      shareholders on August 6, 2007.




The
      information contained in the following condensed notes to the consolidated
      financial statements is condensed from that which would appear in the annual
      consolidated financial statements; accordingly, the consolidated financial
      statements should be reviewed in conjunction with the consolidated financial
      statements and related notes thereto contained in the Annual Report on Form
      10-KSB for the year ended December 31, 2006 of Satellite Security Corporation
      (the "Company"). It should be understood that the accounting measurements at
      an
      interim date inherently involve greater reliance on estimates than at
      year-end.  The results of operations for interim periods presented are
      not necessarily indicative of operating results for the entire
      year.




The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the satisfaction of liabilities
      in the normal course of business. The Company has incurred significant losses
      to
      date from operations, effectively ceased operations as of March 7, 2007 and
      the
      Company has transferred the majority of its assets including its interest in
      its
      subsidiaries to the holders of secured convertible notes (see Note 2) . These
      factors, among others, including continuing negative cash flows from operations,
      negative working capital and shareholder deficiencies indicate that the Company
      may be unable to continue as a going concern for a reasonable period of time.
      The Company's continuation as a going concern is dependent on its ability to
      generate sufficient cash flow to meet its obligations on a timely basis and
      ultimately to attain profitability.




**Note
      2 –Discontinued Operations**




Since
      2005, the Company has continued to incur significant losses from operations,
      continued to generate negative cash flows from operations, and continued to
      maintain an excess of current liabilities over current assets and a
      shareholders' deficit.  On March 7, 2007, the Company's operating
      subsidiary, and sole source of revenue, Satellite Security Systems, Inc.
      ("Satellite"), lacked sufficient working capital to continue to fund its
      operations in the ordinary course of business, and all Satellite employees
      were
      released.  Satellite effectively ceased operations.  The
      Company currently does not have, and since March 7, 2007, has not had, any
      ongoing business operations or any revenue sources.




As
      discussed in more detail in Note 5 - Secured Convertible Notes, Embedded
      Derivative and Common Stock Warrants, below, on June 29, 2007, the Company
      and
      its subsidiary, Satellite, entered into an agreement (the "Noteholders
      Agreement") with the holders (the "Noteholders") of the Company's secured
      convertible promissory notes issued in July 2006 (the "Notes").  Under
      the terms of the Noteholders Agreement, in accordance with the Noteholders
      remedies under the California Uniform Commercial Code, the Company agreed to
      consent to the Noteholders' foreclosure on substantially all of the Company's
      assets, including its shares of stock in Satellite, in exchange for the
      Noteholders agreement to waive all defaults under the Notes and to convert
      the
      Notes into the Company's common stock.  The Company completed the
      transactions contemplated under the Noteholders Agreement on September 14,
      2007.




The
      Company's operations for the nine months ended September 30, 2007 have been
      funded through borrowings under unsecured notes from the Company's chief
      executive officer, Zirk Engelbrecht, totaling $125,440.  The notes are
      convertible at the holder's option into the Company's stock at market price
      on
      the date of conversion.  Mr. Engelbrecht also agreed to assume the
      remaining outstanding accounts payable of the Company at June 30, 2007 totaling
      $43,369 under the same convertible note.  Finally, Mr. Engelbrecht
      agreed to purchase the remaining property and equipment of the Company at their
      net book value of $3,606 and to purchase up to an additional $50,000 in stock
      at
      market value through a subscription agreement with the Company.




5




Statement
      of Financial Accounting Standards ("SFAS") No. 144, *Accounting for the
      Impairment or Disposal of Long-Live Assets,*sets forth the financial
      accounting and reporting requirements for discontinued
      operations.   SFAS No. 144 uses a single accounting model, based
      on the framework established in SFAS No. 121, *Accounting for Impairment of
      Long-Lived Assets and for Long Lived Assets to Be Disposed Of*, to account
      for all long-lived assets to be disposed of by sale, abandonment, or
      distribution to owners.  This includes asset disposal groups meeting
      the criteria for presentation as a discontinued operations.   A
      long-lived asset held for sale shall be measured at the lower of its carrying
      amount or fair value less its cost to sell.  Additionally, in
      accordance with SFAS No. 144, a loss shall be recognized for any write-down
      to
      fair value less cost to sell.  A gain shall be recognized for any
      subsequent recovery of cost.  Lastly, a gain or loss not previously
      recognized that results from the sale of the asset should be recognized at
      the
      date of sale.  Therefore, the Company's discontinued operations are no
      longer measured on a net realizable value basis, and future operating losses
      are
      no longer recognized before they occur.




**Note
      3 –Summary of Significant Accounting Policies**




*Principles
      of Consolidation*




The
      consolidated financial statements are prepared using accounting principles
      generally accepted in the United States of America and include the accounts
      of
      the Company and historically its former wholly owned subsidiary,
      Satellite.  All significant intercompany balances and transactions
      have been eliminated.   As discussed in Note 5 - Secured
      Convertible Notes, Embedded Derivative and Common Stock Warrants, below, given
      the Company's unsuccessful attempts to obtain additional financing or to find
      a
      strategic transaction that would permit it to begin operations, the Company
      and
      its former subsidiary, Satellite, agreed to consent to the Noteholders exercise
      of their remedies and the foreclosure upon substantially all of the Company's
      assets.  Therefore, as of September 30, 2007, the fair value of all
      assets and liabilities belonging to our subsidiaries had been written off to
      other income.




*Use
      of Estimates*




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and also requires disclosure of contingent assets and liabilities
      at
      the date of the financial statements and the reported amounts of revenues and
      expenses during the reporting periods.  Actual results could differ
      from those estimates.  Significant estimates made by management
      include the viability of recognizing deferred tax assets, valuation of equity
      instruments, and the allowance for doubtful accounts.  Significant
      changes in these estimates may have a material impact on the financial
      statements.




*Fair
      Value of Financial Instruments*




The
      Company may estimate the fair value of certain of its assets in accordance
      with
      SFAS No. 107, *Disclosures About Fair Value of Financial
      Instruments*.




*Impairment
      of Long-Lived Assets*




Long-lived
      assets, such as property and equipment, are reviewed for impairment annually
      and
      whenever events or changes in circumstances indicate that the carrying amount
      of
      an asset may not be recoverable. Recoverability of assets to be held and used
      is
      measured by a comparison of the carrying amount of an asset to estimated
      undiscounted future cash flows expected to be generated by the asset. If the
      carrying amount of an asset exceeds its estimated future cash flows, an
      impairment charge is recognized by the amount by which the carrying amount
      of
      the asset exceeds the fair value of the asset.   At December 31,
      2006 the Company recorded an impairment charge on the net value of property
      and
      equipment.




*Revenues
      and Costs of Revenue*




Until
      Satellite ceased operations, the Company's revenues were derived from two
      sources, the sale of hardware that uses Global Positioning System ("GPS"),
      cellular and ReFLEX paging technology, and the provisioning of asset tracking
      and related monitoring services.  Revenue related to the sale of
      hardware products was recognized upon delivery if no significant vendor
      obligations remain, the price is fixed or determinable and collection is
      reasonably assured.  Costs of revenues included all direct material
      and labor costs and those indirect costs related to contract
      performance.  In accordance with the Noteholders Agreement, all assets
      and liabilities of Satellite were assumed by the Noteholders with the transfer
      of 100% of Satellite's shares to the Noteholders.  Accordingly, no
      revenues or costs of revenue attributable to Satellite were recognized after
      June 30, 2007.




6




*Share-Based
      Compensation*




On
      December 16, 2004, the Financial Accounting Standards Board (FASB) issued
      FASB Statement No. 123 (revised 2004), "Share-Based Payment" ("Statement
      123(R)") which is a revision of FASB Statement No. 123, "Accounting for
      Stock-Based Compensation" ("Statement 123").  Statement 123(R)
      supersedes APB Opinion No. 25 (APB 25), "Accounting for Stock Issued to
      Employees," and amends FASB Statement No. 95, "Statement of Cash Flows."
      The approach to accounting for share-based payments in Statement 123(R) is
      similar to the approach described in Statement 123. However, Statement 123(R)
      requires all share-based payments to employees, including grants of employee
      stock options, to be recognized in the financial statements based on their
      fair
      values and no longer allows pro forma disclosure as an alternative to financial
      statement recognition.




Under
      Statement 123(R), share-based compensation cost is measured at the grant date,
      based on the estimated fair value of the award, and is recognized as an expense
      over the employee's requisite service period.  The Company adopted the
      provisions of Statement 123(R) effective January 1, 2006, using a modified
      prospective application, which provides for certain changes to the method for
      valuing share-based compensation.  Under the modified prospective
      application, prior periods are not revised for comparative
      purposes.  The valuation provisions of Statement 123(R) apply to new
      awards and to awards that are outstanding at the effective date and subsequently
      modified, repurchased or cancelled.  Estimated compensation expense
      for awards outstanding at the effective date will be recognized over the
      remaining service period using the compensation cost calculated for pro-forma
      disclosure purposes under Statement 123.




On
      April 19, 2006, the Company's stockholders adopted the 2006 Equity
      Incentive Plan to provide stock equity awards to eligible employees, directors,
      and consultants of the Company and its affiliates.  The Company used
      the Black-Scholes method (which models the value over time of financial
      instruments) to estimate the fair value at grant date of the options. The
      Black-Scholes method uses several assumptions to value an option. The Company
      used the following assumptions:




·
            Expected
                Dividend Yield—because the Company does not currently pay dividends,
                expected dividend yield is zero.


·
            Expected
                Volatility in Stock Price—due to the relatively short period of time since
                the Merger, the expected volatility in stock price reflects the historical
                change in a competitor of the Company's stock price over the expected
                term
                of the stock option.


·
            Risk-free
                Interest Rate—reflects the average rate on a United States Treasury bond
                with maturity equal to the expected term of the
                option.


·
            Expected
                Life of Stock Awards—reflects the simplified method to calculate an
                expected life based on the midpoint between the vesting date and
                the end
                of the contractual term of the stock
                award.





On
      March
      7, 2007 Satellite released all of its employees.  The Company recorded
      share based compensation expense through each employee's final date of
      service.  The share-based compensation expense calculated using the
      Black-Scholes model for grants at September 30, 2007 is as follows:




For
                the nine months ended September 30, 2007Research
                and development
            
            $
            350Marketing
                and sales
            
            
            8,520General
                and administrative
            
            
            8,105Share-based
                compensation
            
            $
            16,975






7




There
      were no vested options available for purchase
      at the time Satellite ceased operations.  Therefore, all outstanding
      options were forfeited.  A summary of option activity as of September
      30, 2007 is as follows:




Options
            
            Shares
            
            
            Weighted-Average
                Exercise Price
            
            
            Weighted-Average
                Remaining Contractual Term
              (in
                years)Outstanding
                Options at December 31, 2006
            
            
            9,123,077
            
            
            $
            0.127
            
            
            
            9.40Granted
            
            
            -
            
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -
            
            
            
            -Forfeited,
                cancelled or expired
            
            
            (9,123,077
            )
            
            $
            0.127
            
            
            
            -Outstanding
                at September 30, 2007
            
            
            -
            
            
            
            -
            
            
            
            -Exercisable
                at September 30, 2007
            
            
            -
            
            
            
            -
            
            
            
            -





There
      were no new grants for the nine months ended September 30,
      2007.  There were no options exercised for the nine months
      ended September 30, 2007.




*Issuance
      of Stock for Non-cash Consideration*




All
      issuances of the Company's common stock for non-cash consideration have been
      assigned a dollar amount equaling either the market value of the shares issued
      or the value of consideration received, whichever is more readily determinable.
      The majority of the non-cash consideration received pertains to services
      rendered by consultants and others and has been valued at the market value
      of
      the shares issued.




The
      Company's accounting policy for equity instruments issued to consultants and
      vendors in exchange for goods and services follows the provisions of EITF Issue
      No. 96-18, *Accounting for Equity Instruments That are Issued to Other Than
      Employees for Acquiring, or in Conjunction with Selling, Goods or Services*
      and EITF Issue No. 00-18, *Accounting Recognition for Certain Transactions
      Involving Equity Instruments Granted to Other Than Employees*. The
      measurement date for the fair value of the equity instruments issued is
      determined at the earlier of (i) the date at which a commitment for performance
      by the consultant or vendor is reached or (ii) the date at which the consultant
      or vendor's performance is complete.




*Basic
      and Diluted Net Loss Per Share*




The
      Company computes net loss per share in accordance with SFAS No. 128,
*Earnings per Share*.  SFAS No. 128 requires presentation of
      both basic and diluted earnings per share ("EPS") on the face of the income
      statement. Basic EPS is computed by dividing net loss available to common
      shareholders (numerator) by the weighted average number of shares outstanding
      (denominator) during the period. Diluted EPS gives effect to all instruments
      which could result in the issuance of potentially dilutive common shares
      outstanding during the period, if any, including stock options, using the
      treasury stock method, and convertible notes, using the if-converted method.
      In
      computing diluted EPS, the average stock price for the period is used in
      determining the number of shares assumed to be purchased from the exercise
      of
      stock options or warrants. The potential issuance of additional common stock
      has
      not been included in the computation of diluted loss per share, as the effect
      would be anti-dilutive.




**Note
      4 - Property and Equipment**




The
      Company reduced the carrying amount of its property and equipment with an
      impairment charge which is included in the accompanying consolidated statements
      of operations.  As a result, the carrying amount of property and
      equipment and approximate market value totaled $3,606 at June 30,
      2007.   Mr. Engelbrecht agreed to purchase the remaining property
      and equipment of the Company at their June 30, 2007 carrying value of
      $3,606.  Therefore, at September 30, 2007, the carrying amount of
      property and equipment was reduced to $0.




**Note
      5 - Secured Convertible Notes and Common Stock Warrants**




On
      July 13, 2006 the Company entered into a secured convertible note and
      warrant financing transaction (the "Secured Note Financing") with a group of
      unrelated accredited investors in which the Company issued an aggregate of:
      (i) $3.3 million of Secured Convertible Promissory Notes (the "Notes");
      (ii) 18,006,221 Series A Warrants exercisable at $0.13 per share and;
      (iii) 18,006,221 Series B Warrants exercisable at $0.143 per
      share.  The Series A and Series B warrants expire on July 13,
      2011.




8




The
      Secured Note Financing resulted in net proceeds to the Company of $2,947,550
      after deducting finder's fees of $330,000, note issue costs of $20,000 and
      other
      expenses of $2,450.  In connection with the Secured Note Financing,
      the Company also granted 3,601,244 Series A warrants at an exercise price of
      $0.13 per share to an investment banker as a finder's fee.  In
      addition, the Company agreed to pay finder's fees totaling 10% of the cash
      proceeds received by the Company upon exercise of any of the Series A or Series
      B Warrants.  The Company used the proceeds from the Secured Note
      Financing for general working capital purposes.




$350,000
      of the transaction costs incurred in connection with the Secured Note Financing
      were deferred and were scheduled to be amortized using the interest method
      over
      the three-year life of the Notes.




The
      amounts outstanding under the Notes bore interest at the rate of 10% per
      annum, payable on a quarterly basis.  The Notes were set to mature on
      July 13, 2009 and were secured by a lien on substantially all of the
      Company's assets, including a pledge of its shares in Satellite.  The
      Company was unable to make the required interest payment for the quarters ended
      December 31, 2006, March 31, 2007 and June 30, 2007.




As
      of
      June 1, 2007, there was at least $3.5 million due and owing under the
      Notes.  The Noteholders informed the Company that they intended to
      exercise their remedies under, among other sources of authority, the California
      Uniform Commercial Code (the "UCC") and Section 9620 thereof, pursuant to which
      they may accept collateral in satisfaction of the obligations secured by such
      collateral.  More particularly, the Noteholders informed the Company
      of their desire to accept some of the collateral securing the Company's
      obligations to them in satisfaction of the obligations under the Notes pursuant
      to UCC § 9620(a), subject to obtaining the consent of the Company and of
      Satellite as required by UCC § 9620(c)(i).  Given the Company's
      unsuccessful attempts to obtain additional financing or to find a strategic
      transaction that would permit the Company to begin operations, the Company,
      Satellite and the Noteholders entered into agreement on June 29, 2007 (the
      "Noteholders Agreement") pursuant to which the Company and Satellite agreed
      to
      consent to the Noteholders exercise of their remedies under UCC § 9620 and the
      foreclosure upon substantially all of the Company's assets, including the shares
      of stock the Company holds in its subsidiaries.  In exchange for the
      Company's consent, the Noteholders agreed to waive all defaults under the Notes
      and related loan documents, convert the Notes into approximately 90% of the
      Company's outstanding common stock and cancel their Class A and Class B common
      stock purchase warrants.




To
      effect
      the conversion of the Notes into common stock, the Noteholders Agreement was
      conditioned upon the approval of the Company's stockholders of a 500 for 1
      reverse split of the Company's common stock.  Such approval was
      obtained as of August 6, 2007. The Company filed a certificate amendment to
      its
      articles of incorporation to effect the reverse split, which became effective
      as
      of August 18, 2007.  After giving effect to the reverse split and the
      transactions contemplated under the Noteholders Agreement, the Noteholders
      now
      hold 2,000,000 shares of the Company's common stock, 1,000,000 of which was
      transferred to Mr. Engelbrecht in exchange for certain commitments from Mr.
      Engelbrecht, and the Company's other existing stockholders hold approximately
      220,000 shares of the outstanding common stock.  The reverse split was
      not intended to be a going private transaction.




The
      Noteholders Agreement calls for the conversion of all amounts due under the
      Notes into the Company's common stock as well as the cancellation of all
      outstanding Class A common stock purchase warrants and Class B common stock
      purchase warrants issued to the Noteholders in connection with the
      Notes.  Therefore, the embedded derivative liability and warrant
      liability related to this transaction were reclassified to other income/expense
      at June 30, 2007.




Under
      the
      Noteholders Agreement, the Noteholders agreed to waive all breaches, defaults
      and/or events of default under the Notes and the documents related thereto,
      and
      all penalties, accrued and unpaid interest, charges, fees and
      costs.  Therefore the accrued interest and liquidation damages were
      reclassified to other income/expense at June 30, 2007.




9




**Note
      6 - Debt**




In
      accordance with the Noteholders Agreement, all assets and liabilities of
      Satellite were assumed by the Noteholders with the transfer of 100% of
      Satellite's shares to the Noteholders.  Accordingly, at June 30, 2007
      Satellite's debt was  reclassified to other income and the balance at
      September 30, 2007 was $0.




**Note
      7 - Related Party Transactions**




*Notes
      and Loans*




At
      June
      30, 2007 related party notes and loans consisted of unsecured advances in the
      form of a convertible note to the Company  from its sole director and
      chief executive officer, Zirk Engelbrecht, unsecured advances to Satellite
      from
      a shareholder and former director of Satellite and an unsecured note payable
      from Satellite to the same shareholder and former director.  In
      accordance with the Noteholders Agreement, all assets and liabilities of
      Satellite were assumed by the Noteholders with the transfer of 100% of
      Satellite's shares to the Noteholders.  Accordingly, at September 30,
      2007 the balance of unsecured advances and unsecured note payable from the
      shareholder and former director had been reclassified to other
      income.




After
      giving effect to this reclassification, related party notes and loans consisted
      solely of the unsecured convertible notes from Zirk Engelbrecht, the Company's
      chief executive officer.  Mr. Engelbrecht also agreed to assume the
      remaining outstanding accounts payable of the Company at June 30, 2007 totaling
      $43,369 under the same convertible note.  Given the fact that the
      Company has no funds with which to repay the notes, Mr. Engelbrecht has elected
      to convert his note into shares of common stock of the Company.




Advances
                – shareholders – unsecured convertible note payable
            
            $
            125,440Assumption
                of 6/30/07 accounts payable by shareholder under unsecured convertible
                note payable
            
            
            43,369Conversion
                of debt to equity at the 9/30/07 market price of $10.01 per
                share
            
            
            (168,809
            )Total
                non-current portion of related party debt
            
            $
            0







Finally,
      Mr. Engelbrecht agreed to purchase the remaining property and equipment of
      the
      Company at their net book value of $3,606 and to purchase up to an additional
      $50,000 in stock at market value through a subscription agreement with the
      Company.




*Interest
      of Certain Persons in the Noteholder Agreement and Reverse
      Split*




Under
      the
      terms of the Noteholder Agreement, the Noteholders agreed, among other things,
      to convert all outstanding amounts due under the Notes into a pro rata portion
      of 2,000,000 shares of the Company's common stock calculated on a post-reverse
      split basis.  Further, in exchange for certain covenants of Mr.
      Engelbrecht with respect to the assumption of certain of the Company's
      liabilities, the performance of services for the Company and indemnification
      of
      the Company from certain liabilities, the Noteholders each agreed under the
      terms of the Noteholders Agreement to reimburse Mr. Engelbrecht for certain
      expenses incurred in an amount up to $150,000 and to transfer to Mr. Engelbrecht
      or his designee 50% or 1,000,000 shares of the 2,000,000 shares of the Company's
      common stock issuable to the Noteholders upon conversion of the
      Notes.




As
      of the
      effective date of the reverse split and after giving effect to conversion of
      the
      Notes and the partial transfer of the shares issuable upon such conversion
      to
      Mr. Engelbrecht as discussed in the paragraph above, Mr. Engelbrecht
      beneficially owned 1,036,999 shares of the Company's common stock and the
      Noteholders as a group beneficially owned 1,000,000 shares of the Company's
      common stock, though none of the Noteholders are affiliates of each other or
      have agreed to act in concert with respect to their stock holdings.




**Note
      8 - Commitments and Contingencies**




In
      the
      course of business, the Company has been, and may continue to be, involved
      in
      various claims seeking monetary damages and other relief.  The amount
      of the ultimate liability, if any, from such claims cannot be determined.
      However, in the opinion of the Company's management, the ultimate liability
      for
      any legal claims currently pending against the Company will not have a material
      adverse affect on the Company's financial position, results of operations or
      cash flows. Insofar as current legal claims against the Company that have been
      filed or are currently ongoing, see Part II, Item 1 below.




10




**Note
      9- Recent Accounting Pronouncements**




*Uncertainty
      in Income Taxes*




In
      July
      2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty in
      Income Taxes" ("FIN 48"). FIN 48 requires the use of a two-step approach for
      recognizing and measuring tax benefits taken or expected to be taken in a tax
      return and disclosures regarding uncertainties in income tax positions. The
      Company is required to adopt FIN 48 effective January 1, 2007. The cumulative
      effect of initially adopting FIN 48 will be recorded as an adjustment to opening
      retained earnings in the year of adoption and will be presented separately.
      Only
      tax positions that meet the more likely than not recognition threshold at the
      effective date may be recognized upon adoption of FIN 48. The Company is
      currently evaluating the impact this new standard; however, the standard is
      not
      expected to have a significant impact on the financial position, results of
      operation or cash flows.




*Fair
      Value Measurements*




In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 does not require new
      fair
      value measurements but rather defines fair value, establishes a framework for
      measuring fair value and expands disclosure of fair value measurements. SFAS
      157
      is effective for fiscal years beginning after November 15, 2007 and interim
      periods within those fiscal years. The Company is currently assessing the impact
      of SFAS 157 on the consolidated financial position and results of
      operations.




*Quantifying
      and Evaluating the Materiality of Unrecorded Misstatements*




In
      September 2006, the SEC issued Staff Accounting Bulletin No. 108 ("SAB 108").
      SAB 108 provides guidance on quantifying and evaluating the materiality of
      unrecorded misstatements. SAB 108 is effective for fiscal years ending after
      November 15, 2006, with earlier application encouraged for any interim period
      of
      the first fiscal year ending after November 15, 2006, filed after the
      publication of SAB 108 (September 13, 2006). The adoption of SAB 108 did not
      have a material impact on the consolidated financial position and results of
      operations.




*Income
      Tax Consequences of Issuing Convertible Debt with a Beneficial Conversion
      Feature*




In
      September 2005, the EITF reached a consensus on Issue No. 05-8, "Income Tax
      Consequences of Issuing Convertible Debt with a Beneficial Conversion Feature"
      ("EITF No. 05-8"). Under EITF No. 05-8, issuance of convertible debt with a
      beneficial conversion feature recorded pursuant to EITF 98-5, "Accounting for
      Convertible Securities with Beneficial Conversion Features or Contingently
      Adjustable Conversion Ratios" and EITF 00-27, "Application of Issue No. 98-5
      to
      Certain Convertible Instruments" results in a temporary difference for purposes
      of applying SFAS 109. The deferred taxes recognized for the temporary difference
      should be recorded as an adjustment to additional paid-in capital. The EITF
      No.
      05-8 Consensus should be applied retrospectively to all instruments with a
      beneficial conversion feature accounted for under EITF 98-5 and EITF 00-27
      for
      periods beginning after December 15, 2005. The adoption of EITF 05-8 did
      not have a material impact on the financial statements.




*Modification
      of Convertible Debt Instruments*




In
      November 2006, the EITF reached a final consensus in EITF Issue 06-6
      "Debtor's Accounting for a Modification (or Exchange) of Convertible Debt
      Instruments" ("EITF No. 06-6").  EITF No. 06-6 addresses the modification
      of a convertible debt instrument that changes the fair value of an embedded
      conversion option and the subsequent recognition of interest expense for the
      associated debt instrument when the modification does not result in a debt
      extinguishment pursuant to EITF No. 96-19, "Debtor's Accounting for a
      Modification or Exchange of Debt Instruments." The consensus should be applied
      to modifications or exchanges of debt instruments occurring in interim or annual
      periods beginning after November 29, 2006. The Company is currently evaluating
      the impact of this guidance on the consolidated financial position, results
      of
      operations or cash flows.




11




*Accounting
        for a Previously Bifurcated Conversion Option in a Convertible Debt
        Instrument*
  In
        November 2006, the FASB ratified EITF Issue No. 06-7, "Issuer's
        Accounting for a Previously Bifurcated Conversion Option in a Convertible
        Debt
        Instrument When the Conversion Option No Longer Meets the Bifurcation Criteria
        in FASB Statement No. 133, Accounting for Derivative Instruments and
        Hedging Activities" ("EITF No. 06-7"). At the time of issuance, an embedded
        conversion option in a convertible debt instrument may be required to be
        bifurcated from the debt instrument and accounted for separately by the issuer
        as a derivative under SFAS No. 133, based on the application of EITF No.
        00-19.
        Subsequent to the issuance of the convertible debt, facts may change and
        cause
        the embedded conversion option to no longer meet the conditions for separate
        accounting as a derivative instrument, such as when the bifurcated instrument
        meets the conditions of Issue 00-19 to be classified in stockholders' equity.
        Under EITF No. 06-7, when an embedded conversion option previously accounted
        for
        as a derivative under SFAS No. 133 no longer meets the bifurcation criteria
        under that standard, an issuer shall disclose a description of the principal
        changes causing the embedded conversion option to no longer require bifurcation
        under SFAS No. 133 and the amount of the liability for the conversion option
        reclassified to stockholders' equity. EITF No. 06-7 should be applied to
        all
        previously bifurcated conversion options in convertible debt instruments
        that no
        longer meet the bifurcation criteria in SFAS No. 133 in interim or annual
        periods beginning after December 15, 2006, regardless of whether the debt
        instrument was entered into prior or subsequent to the effective date of
        EITF
        No. 06-7. Earlier application of EITF No. 06-7 is permitted in periods for
        which
        financial statements have not yet been issued. The Company is currently
        evaluating the impact of this guidance on the consolidated financial position,
        results of operations or cash flows.




*Registration
      Payment Arrangements*




In
      December 2006, the FASB issued FASB Staff Position ("FSP") EITF 00-19-2
      "Accounting for Registration Payment Arrangements" ("FSP EITF 00-19-2") which
      specifies that the contingent obligation to make future payments or otherwise
      transfer consideration under a registration payment arrangement should be
      separately recognized and measured in accordance with SFAS No. 5,
      "Accounting for Contingencies."  Adoption of FSP EITF 00-19-2 is
      required for fiscal years beginning after December 15, 2006.  The
      Company is currently evaluating the expected effect of FSP EITF 00-19-2 on
      its
      consolidated financial statements and is currently not yet in a position to
      determine such effects.




*The
      Fair Value Option for Financial Assets and Financial
      Liabilities*




In
      February 2007, the FASB issued Statement of Financial Accounting Standards
      No.
      159, "The Fair Value Option for Financial Assets and Financial Liabilities
      -
      Including an amendment to FASB Statement No. 115." This statement permits
      companies to choose to measure many financial instruments and other items at
      fair value. The objective is to improve financial reporting by providing
      entities with the opportunity to mitigate volatility in reported earnings caused
      by measuring related assets and liabilities differently without having to apply
      complex hedge accounting provisions. This Statement is expected to expand the
      use of fair value measurement of accounting for financial instruments. This
      statement applies to all entities, including not for profit. The fair value
      option established by this statement permits all entities to measure eligible
      items at fair value at specified election dates. This statement is effective
      as
      of the beginning of an entity's first fiscal year that begins after November
      15,
      2007. The Company is currently assessing the impact adoption of SFAS No. 159
      will have on the consolidated financial statements.




**ITEM
      2.          MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**





**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




This
      report contains forward-looking statements.  These forward-looking
      statements are subject to certain risks and uncertainties that could cause
      actual results to differ materially from historical results or anticipated
      results, including those set forth under "ITEM 2. MANAGEMENT'S DISCUSSION AND
      ANALYSIS OR PLAN OF OPERATION—Risk Factors," below, and elsewhere in this
      report.  In some cases, you can identify forward looking statements by
      terms such as "may," "intend," "might," "should," "could," "would," "expect,"
      "believe," "anticipate," "estimate," "predict," "potential," or the negative
      of
      these terms, and similar expressions are intended to identify forward-looking
      statements.  Such statements are subject to certain risks and
      uncertainties, which could cause actual results to differ materially from those
      projected.  Readers are cautioned not to place undue reliance on these
      forward-looking statements, which speak only as of the date
      hereof.  We undertake no obligation to publicly release the result of
      any revisions to these forward-looking statements, which may be made to reflect
      events or circumstances after the date hereof or to reflect the occurrence
      of
      unanticipated events.  The forward-looking statements in this report
      are based upon management's current expectations and beliefs, which management
      believes are reasonable.




In
      this
      report, unless the context indicates otherwise, the terms "Company," "we,"
      "us,"
      and "our" refer to Satellite Security Corporation, a Nevada corporation, and
      its
      subsidiaries.




12




**OVERVIEW**




The
      Company currently does not have, and since March 7, 2007, has not had, any
      ongoing business operations or any revenue sources.  Until operations
      ceased in March of 2007, we had been engaged in the business of providing
      satellite-based asset tracking solutions and services, through the operations
      of
      our formerly wholly owned subsidiary Satellite. On March 7, 2007, Satellite
      lacked sufficient working capital to continue to fund its operations in the
      ordinary course of business, and all Satellite employees were
      released.  Satellite effectively ceased operations.  We do
      not have, and since March 7, 2007, have not had, any ongoing business operations
      or any revenue sources.  On April 2, 2007, we were forced to vacate
      our office premises due to non-payment of rent, a default under the terms of
      Satellite's lease.




In
      a
      current report on form 8-K filed with the Commission on July 2, 2007, we
      reported that in June 2007 the holders of our  Secured Convertible
      Promissory Notes (the "Noteholders") informed the Company that they intended
      to
      exercise their remedies under, among other sources of authority, the California
      Uniform Commercial Code (the "UCC") and Section 9620 thereof, pursuant to which
      they may accept collateral in satisfaction of the obligations secured by such
      collateral.  On June 29, 2007 we entered into an agreement with the
      Noteholders (the "Noteholders Agreement") pursuant to which we agreed to consent
      to the Noteholders foreclosure on, and to transfer to the Noteholders,
      substantially all of our assets including the stock of our subsidiary
      entities.  In exchange, the Noteholders agreed to (i) convert all
      outstanding amounts due and all obligations under the Notes into an aggregate
      of
      2,000,000 shares of our common stock (calculated on a post split basis after
      taking into account the reverse split discussed below); (ii) waive all breaches,
      defaults and/or events of default under the loan documents related to the Notes,
      and all penalties, accrued and unpaid interest, charges, fees and costs; and
      (iii) cancel all outstanding Class A common stock purchase warrants and Class
      B
      common stock purchase warrants issued to the Noteholders in connection with
      the
      Notes.




The
      obligations under the Noteholders Agreement were subject to certain conditions,
      including principally a 1 for 500 reverse split of our outstanding common
      stock.    On July 30, 2007 we mailed to our stockholders and
      filed with the Commission a Consent Solicitation Statement seeking approval
      of
      the 1 for 500 reverse stock split and describing the transactions contemplated
      by the Noteholders Agreement.  Effective as of August 6, 2007, we
      obtained stockholder approval of a 1 to 500 reverse stock split of our
      outstanding shares of common stock.  We have filed a certificate of
      amendment to our articles of incorporation with the Nevada Secretary of State
      which became effective on August 18, 2007.  As of the effective date,
      every 500 shares of our common stock that were issued and outstanding
      immediately prior to the effective date were combined into one issued and
      outstanding share of common stock. Neither the par value per share of our common
      stock ($0.001) nor the total number of authorized shares of our common stock
      (250,000,000) were changed.  No fractional shares of common stock were
      issued in connection with the effectiveness of the reverse
      split.  Instead, we rounded up and issued a whole share to each
      affected stockholder.




Following
      the effectiveness of the reverse stock split, we consummated the transactions
      contemplated by the Noteholders Agreement on September 14, 2007.  We
      were in default under the Notes, which were secured by all of our assets, and
      we
      owed more than $3.5 million thereunder.  Upon consummation of the
      transactions contemplated by the Noteholders Agreement, in accordance with
      the
      Noteholders' exercise of their remedy under California Uniform Commercial Code
§
9620, we and Satellite consented to the acceptance by the Noteholders of our
      right, title and interest in substantially all of our assets and in exchange
      for
      our consent, the Noteholders, among other things: (i) converted all outstanding
      amounts due and all obligations under the Notes into an aggregate of 2,000,000
      shares of our common stock (calculated on a post split basis after taking into
      account the reverse split discussed above); (ii) waived all breaches, defaults
      and/or events of default under the loan documents related to the Notes, and
      all
      penalties, accrued and unpaid interest, charges, fees and costs; and (iii)
      cancelled all outstanding Class A common stock purchase warrants and Class
      B
      common stock purchase warrants issued to the Noteholders in connection with
      the
      Notes.  Accordingly, our obligations under the Notes, including our
      obligation to pay the principal, plus all accrued interest, were
      terminated.




After
      giving effect to the reverse split and the transactions contemplated under
      the
      Noteholders Agreement, the Noteholders held 2,000,000 shares of our common
      stock, 1,000,000 of which were transferred to our chief executive office, Zirk
      Engelbrecht, in exchange for certain commitments from Mr. Engelbrecht, and
      our
      other existing stockholders held approximately 220,000 shares of our outstanding
      common stock.  The reverse split was not intended to be a going
      private transaction.




13




**RESULTS
      OF DISCONTINUED OPERATIONS**




*Revenues*




We
      had no
      revenues for the three months ended September 30, 2007, compared to $419,632
      for
      the same period in 2006.  Revenues were $96,875 for the nine months
      ended September 30, 2007, compared to $1,074,929 for the same period in 2006,
      a
      decrease of $978,054 or 91%.  The decreases were primarily due to the
      cessation of operations of Satellite.




*Cost
      of Revenues*




Cost
      of
      revenues includes hardware, wireless airtime expense and personnel-related
      costs
      for Satellite's Monitoring and Support Center.  We had no costs of
      revenues for the three months ended September 30, 2007, compared to $355,764
      or
      85% of revenues for the same period in 2006.  Costs of revenues were
      $94,823 or 98% of revenues for the nine months ended September 30, 2007,
      compared to $917,356 or 85% of revenues for the same period in 2006, a decrease
      of $822,533, or 90%.  The decrease in cost of revenues is related
      primarily to the cessation of operations of Satellite.




*Research
      and Development*




Research
      and development expenses include payroll, and costs associated with software
      development, product design and outsourcing for Satellite.  We had no
      research and development expenses for the three months ended September 30,
      2007,
      compared to $67,863 for the same period in 2006.  Research and
      development expenses were $69,986 for the nine months ended September 30, 2007,
      compared to $205,030 for the same period in 2006, a decrease of $135,044, or
      66%.  The decreases were primarily due to the cessation of operations
      of Satellite.




*Marketing
      and Sales Expenses*




Marketing
      and sales expenses include payroll, and costs associated with advertising,
      promotions, trade shows, seminars, and similar programs, as well and travel
      expenses for Satellite.  We had no marketing and sales expenses the
      three months ended September 30, 2007, compared with $196,375 for the same
      period in 2006.  Marketing and sales expenses were $42,010 for the
      nine months ended September 30, 2007, compared with $485,320 for the same period
      in 2006, a decrease of $443,310, or 91%.  The decreases were primarily
      due to the cessation of operations of Satellite.




*General
      and Administrative*




General
      and administrative expenses include payroll and costs associated with the
      finance, facilities, and legal and other administrative functions of Satellite
      and the Company.  General and administrative costs were $39,347 for
      the three months ended September 30, 2007 compared with $830,799 for the same
      period in 2006, a decrease of $791,452 or 95%.  General and
      administrative costs were $785,944 for the nine months ended September 30,
      2007
      compared with $2,299,787 for the same period in 2006, a decrease of $1,513,843
      or 66%.  The decreases were primarily due to the cessation of
      operations of Satellite.




*Interest
      Expense*




There
      was
      no nterest expense for the three months ended September 30, 2007 compared to
      $3,127,590 for the same period in 2006.  Interest expense was
      $2,723,316 for the nine months ended September 30, 2007 compared to $3,993,958
      for the same period in 2006.




The
      interest expense for the nine months ended September 30, 2007 was primarily
      due
      to the following:  (i)forgiveness of interest
      on
      the $3,300,000 of Notes as a result of entering into the Noteholders Agreement
      on June 29, 2007, and (ii)non-cash debt discount
      amortization associated with a secured note agreement as of June 30,
      2007.  Interest expense on the amortization of the balance of debt
      discount on the $3,3000,000 of the Notes for the nine months
      ended September 30, 2007 was $2,784,658.




*Net
      Change in Fair Value of Common Stock Warrants and Embedded Derivative
      Liability*




Net
      change in fair value of common stock warrants and embedded derivative liability
      of $3,063,108 for the nine months ended September 30, 2007 consists of the
      net
      change in the carrying values of the liabilities for the common stock warrants
      and the embedded derivative liabilities related to the Notes on September 30,
      2007.




14




*Net
      Profit/Loss*




Net
      profit/loss includes profit/loss from operations and interest
      expense.  We recorded a net profit of $1,627,232 for the nine months
      ended September 30, 2007 compared to a net loss of $6,104,425 for the same
      period in 2006.  The increase in net profit for the nine months ended
      September 30, 2007 as compared to the same period of 2006 was due to a decrease
      in operating costs of $2,092,198; and charges incurred in connection with the
      Noteholders Agreement including increased interest expense of $1,270,642; the
      net change in fair value of $3,063,108 on common stock warrants and embedded
      derivative related to the Notesand other income which consists mainly of a
      gain
      on the transfer of assets and liabilities of Satellite to the Noteholders of
      $2,144,385.




*Liquidity
      and Capital Resources*




On
      September 30, 2007, we had no cash  and our only current assets was
      the subscription receivable from our chief executive officer.  Our
      working capital as of September 30, 2007 was $53,606.




Net
      cash
      provided by operating activities during the nine months ended September 30,
      2007
      was $545,188.  The primary use of cash from operating activities was
      the operating loss of $895,887. This was offset by  non-cash
      adjustments required by the Noteholders Agreement including income of $3,063,108
      from the change in value of warrants and embedded derivative liability, non-cash
      interest expense of $2,784,658, and the transfer of all Satellite assets and
      liabilities to the Noteholders in accordance with the Noteholders
      Agreement.




There
      was
      no cash used by investing activities during the three month period ended
      September 30, 2007.  We have no significant capital expenditures
      planned within the foreseeable future.




Since
      our
      inception, we have financed our cash needs primarily through financing
      activities. Net cash
      provided by financing activities for the nine months ended September 30, 2007
      was $822,273 primarily from loans under a convertible note from our chief
      executive officer and the transfer of Satellite's debt to the Noteholders in
      accordance with the Noteholders Agreement.




As
      emphasized in the Report of Independent Registered Public Accounting Firm on
      our
      December 31, 2006 financial statements, we have incurred recurring negative
      cash
      flows from operations, significant losses, working capital deficits and
      increasing shareholder deficiencies. Further, we have yet to establish
      profitable operations. These factors, among others, raise substantial doubt
      about our ability to continue as a going concern.




**RISK
      FACTORS**




This
      report includes forward-looking statements about our business and results of
      operations that are subject to risks and uncertainties.  See "SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS," above.  Factors that could
      cause or contribute to such differences include those discussed
      below.  In addition to the risk factors discussed below, we are also
      subject to additional risks and uncertainties not presently known to us or
      that
      we currently deem immaterial.  If any of these known or unknown risks
      or uncertainties actually occur, our business could be harmed
      substantially.




***We
      have ceased operations*.**




We
      have
      ceased the operations of Satellite, our sole operating subsidiary.  We
      currently have no cash on hand and our remaining operations are supported
      through loans from our sole director and chief executive officer, Mr. Zirk
      Engelbrecht.  We are also looking to enter into a business combination
      with another operating company.  However, no definitive agreements
      currently exist with any prospective candidates with respect to a business
      combination.  See "- Overview," above.  We will not generate
      any revenues until, at the earliest, we successfully negotiate and structure
      transactions to finance future operations or after the consummation of a
      business combination.  We cannot assure you as to when, or if, we will
      successfully negotiate and structure transactions to finance future operations
      or a business combination will occur. If we are unable to negotiate and
      structure transactions to finance future operations or enter into a business
      combination, we will not be able to continue as a going concern.




15




***In
      order to continue as a going concern will need to enter into a business
      combination and raise funds in the public or private capital
      markets.  We do not know at this time whether we will be successful in
      entering into a business combination, the nature of the business that we would
      undertake as a result of that combination, or the impact on our capital
      structure from any such combination or related
      financing.***




We
      do not
      anticipate restarting our satellite based asset tracking
      business.  Consequently, if we are to continue as a going concern, we
      will have to identify a target operating company and successfully enter into
      a
      business combination.  While we have had discussions with prospective
      operating companies, no contracts or arrangements with any target operating
      company exist at this time.  See"- Overview," above.  We do
      not know what business any target operating company will be engaged in, or
      what
      risks we may face in connection with such a combination.  Any
      combination will likely result in a substantial recapitalization of our
      equity.  We cannot provide any guidance or assurance as to the
      possible terms of any recapitalization or financing, or the impact on the
      existing holders of our equity.  If we fail to continue as a going
      concern, you may lose all of the value of your investment.  Even if we
      are successful in obtaining additional funds, the terms of the financing may
      have the effect of substantially diluting your interest.




***Our
      ability to restart operations or successfully effect a business combination
      and
      to be successful afterwards will be completely dependent upon the efforts of
      our
      key personnel, some of whom may join us following any future financing or
      business combination and may be unfamiliar with the requirements of operating
      a
      public company, which may adversely affect our
      operations.***




Our
      ability to successfully restart operations or effect a business combination
      will
      be completely dependent upon the efforts of our current key
      personnel.  However, if we are successful in effecting a business
      combination, we anticipate employing other personnel including key management
      personnel. While we intend to closely scrutinize any additional individuals
      we
      engage after a business combination or financing transaction, we cannot assure
      you that our assessment of these individuals will prove to be correct or that
      these individuals will remain with us. These individuals may be unfamiliar
      with
      the requirements of operating a public company as well as United States
      securities laws which could cause us to expend time and resources helping them
      become familiar with such laws. This could be expensive and time-consuming
      and
      could lead to various regulatory issues that may materially adversely affect
      our
      operations.




***We
      are dependant upon the continued services and support from our sole director
      and
      chief executive officer to continue our operations.***




Our
      continued operations are substantially dependent on Zirk
      Engelbrecht.  Mr. Engelbrecht currently serves as our sole director
      and chief executive officer. In addition, Mr. Engelbrecht has provided the
      financial support necessary to maintain our status as a reporting company under
      the Securities Exchange Act of 1934, or the Exchange Act, including payment
      of
      the fees of our independent auditors and legal counsel.  We currently
      have no unrestricted cash on hand and no other arrangements for payment of
      these
      services.  Mr. Engelbrecht is engaged in other significant business
      endeavors and is not obligated to contribute any specific number of hours per
      week to our affairs.  If Mr. Engelbrecht's other business affairs
      require him to devote substantial amounts of time to such affairs in excess
      of
      their current commitment levels, it could limit his ability to devote time
      to
      our affairs and could have a negative impact on our ability to consummate any
      financing transaction or business combination.  If Mr. Engelbrecht
      were to resign from his position of director or chief executive officer, or
      to
      withdraw his financial support, we may be forced to discontinue operations
      altogether.




***The
      sale of the shares of our common stock acquired in private placements could
      cause the price of our common stock to decline.***




Under
      the
      terms of the Noteholders Agreement, the Notes converted into 2,000,000 shares
      of
      our common stock and as of July 2007 the Noteholders may rely on the provisions
      of Rule 144 to effect sales and may resell the shares of our common stock
      acquired upon the conversion of the Notes.  We have no way of knowing
      whether or when such shares may be sold.  Depending upon market
      liquidity at the time, a sale of shares by the Noteholders at any given time
      could cause the trading price of our common stock to decline.  The
      sale of a substantial number of shares of our common stock, or anticipation
      of
      such sales, could make it more difficult for us to sell equity or equity-related
      securities in the future at a time and at a price that we might otherwise wish
      to effect sales.




16




***We
      may issue additional shares of our capital stock, including through convertible
      debt securities, to finance future operations or complete a business
      combination, which would reduce the equity interest of our stockholders and
      likely cause a change in control of our ownership.***




Although
      we have no commitments as of the date of this report to issue any additional
      securities, we may issue a substantial number of additional shares of our common
      stock or preferred stock, or a combination of both, including through
      convertible debt securities, to finance future operations or complete a business
      combination.  The issuance of additional shares of our common stock or
      any number of shares of preferred stock, including upon conversion of any debt
      securities:




·
            may
                significantly reduce the equity interest of our current
                stockholders;


·
            will
                likely cause a change in control if a substantial number of our shares
                of
                common stock or voting preferred stock are issued, which may affect,
                among
                other things, our ability to use our net operating loss carryforwards,
                if
                any, and could also result in a change in management;
                and


·
            may
                adversely affect prevailing market prices for our common
                stock.




***Because
      we may be deemed to have no "independent" directors, actions taken and expenses
      incurred by our officer and director on our behalf will generally not be subject
      to "independent" review.***




Zirk
      Engelbrecht, our chief executive officer, is currently our sole
      director.  Mr. Engelbrecht does not have an employment agreement with
      us, and does not currently receive any compensation for his
      services.  However, he may receive compensation in the future and may
      receive reimbursement for out-of-pocket expenses incurred by him in connection
      with activities on our behalf, such as identifying potential financing
      opportunities or target businesses and performing due diligence related
      thereto.  Because of his position as our sole director and executive
      officer, we will not have the benefit of independent directors examining the
      propriety of decisions made by Mr. Engelbrecht. Although we believe that all
      actions taken by Mr. Engelbrecht on our behalf will be in our best interests,
      we
      cannot assure you that this will be the case. If actions are taken, or expenses
      are incurred that are not in our best interests, it could have a material
      adverse effect on our business and operations and the price of our
      stock.




***A
      limited number of stockholders own approximately 60.31% of our stock and may
      act, or prevent certain types of corporate actions, to the detriment of other
      stockholders.***




Following
      the effectiveness of the reverse split (August 18, 2007), our directors,
      officers and greater than 5% stockholders own approximately 60.31% of our issued
      and outstanding common stock.  Accordingly, these stockholders may, if
      they act together, exercise significant influence over all matters requiring
      stockholder approval, including the election of a majority of the directors
      and
      the determination of significant corporate actions.  This
      concentration could also have the effect of delaying or preventing a change
      in
      control that could otherwise be beneficial to our stockholders.




***We
      have never paid dividends on our capital stock, and we do not anticipate paying
      any cash dividends in the foreseeable future.***




We
      have
      paid no cash dividends on any of our classes of capital stock to date and we
      currently intend to retain our future earnings, if any, to fund the development
      and growth of our business.  In addition, the terms of the Notes
      prohibit us from making any dividend payment or distribution to holders of
      our
      common stock while any portion of the Notes remain outstanding.  As a
      result, capital appreciation, if any, of our common stock will be your sole
      source of gain for the foreseeable future.




***Our
      common stock is traded on the OTCBB, which may be detrimental to
      investors.***




Our
      shares of common stock are currently traded on the OTCBB.  Stocks
      traded on the OTCBB generally have limited trading volume and exhibit a wide
      spread between the bid/ask quotation.




17




***Our
        common stock is subject to penny stock rules.***
  Our
        common stock is subject to Rule 15g-1 through 15g-9 under the Exchange Act,
        which imposes certain sales practice requirements on broker-dealers which
        sell
        our common stock to persons other than established customers and "accredited
        investors" (generally, individuals with net worths in excess of $1,000,000
        or
        annual incomes exceeding $200,000 (or $300,000 together with their
        spouses)).  For transactions covered by this rule, a broker-dealer
        must make a special suitability determination for the purchaser and have
        received the purchaser's written consent to the transaction prior to the
        sale.  This rule adversely affects the ability of broker-dealers to
        sell our common stock and purchasers of our common stock to sell their shares
        of
        such common stock.  Additionally, our common stock is subject to the
        SEC regulations for "penny stock."  Penny stock includes any equity
        security that is not listed on a national exchange and has a market price
        of
        less than $5.00 per share, subject to certain exceptions.  The
        regulations require that prior to any non-exempt buy/sell transaction in
        a penny
        stock, a disclosure schedule set forth by the SEC relating to the penny stock
        market must be delivered to the purchaser of such penny stock.  This
        disclosure must include the amount of commissions payable to both the
        broker-dealer and the registered representative and current price quotations
        for
        the common stock.  The regulations also require that monthly
        statements be sent to holders of penny stock which disclose recent price
        information for the penny stock and information of the limited market for
        penny
        stocks.  These requirements adversely affect the market liquidity of
        our common stock.




***Recently
      enacted and proposed changes in securities laws and regulations are likely
      to
      increase our costs.***




The
      Sarbanes-Oxley Act of 2002, or SOX, that became law in July 2002 requires
      changes in some of our corporate governance, public disclosure and compliance
      practices.  SOX also requires the SEC to promulgate new rules on a
      variety of subjects.  We expect these developments to increase our
      legal and financial compliance costs, and to make some activities more
      difficult, such as stockholder approval of new option plans.  We
      expect these developments to make it more difficult and more expensive for
      us to
      obtain director and officer liability insurance, and we may be required to
      accept reduced coverage or incur substantially higher costs to obtain
      coverage.  These developments could make it more difficult for us to
      attract and retain qualified members of our board of directors, particularly
      to
      serve on our audit committee, and qualified executive officers.  We
      are presently evaluating and monitoring regulatory developments and cannot
      estimate the timing or magnitude of additional costs we may incur as a
      result.




18




**ITEM
      3.          CONTROLS AND
      PROCEDURES**




Our
      disclosure controls and procedures are designed to ensure (i) that
      information we are required to disclose in the reports we file or submit under
      the Exchange Act are recorded, processed, summarized, and reported within
      the time periods specified in the SEC's rules and forms; and (ii) that
      information we are required to disclose in the reports we file or submit under
      the Exchange Act is accumulated and communicated to our management, including
      our principal executive and principal financial officer, or persons performing
      similar functions, as appropriate to allow timely decisions regarding required
      disclosure.




We
      maintain disclosure controls and procedures designed to ensure that material
      information related to our company is recorded, processed, summarized and
      reported within the time periods specified in the SEC rules and
      forms.




Under
      the
      supervision of our chief executive officer, we evaluated the effectiveness
      of
      the design and operation of our disclosure controls and procedures as of the
      end
      of the period covered by this report. Based upon that evaluation, our chief
      executive officer concluded that as of September 30, 2007, the design and
      operation of such disclosure controls and procedures were not effective at
      the
      reasonable assurance level because of a material weakness.




*Material
      Weakness.*




The
      Public Company Accounting Oversight Board has defined a material weakness as
      a
      "significant deficiency or combination of significant deficiencies that results
      in more than a remote likelihood that a material misstatement of the annual
      or
      interim financial statements will not be prevented or detected."  In
      relation to the audit for the year ended December 31, 2006, management and
      our independent auditor, Tauber & Balser, P.C., identified the
      following material weakness in our internal controls:  During the
      audit for the year ended December 31, 2006, our auditors proposed many
      audit adjustments that were discussed with management, with final concurrence
      that such adjustments should be recorded by management.  We did not
      have in place adequate controls to ensure that the general ledger balances
      were
      accurate and reported in accordance with generally accepted accounting
      principals applied in the United States.




Subsequent
      to the year ended December 31, 2006, we were involved in a number of significant
      events, including the resignation of our chief financial officer and the
      cessation of operations of Satellite.  With the cessation of
      operations, we released all but one of our employees and our internal control
      over financial reporting is entirely at the board of directors
      level.




*Changes
      In Internal Controls Over Financial Reporting.*




No
      changes were made in our internal control over financial reporting (as defined
      in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended
      September 30, 2007 that has materially affected, or is likely to materially
      affect, our internal control over financial reporting.




*Limitations
      On Disclosure Controls And Procedures.*




Our
      management does not expect that our disclosure controls or internal controls
      over financial reporting will prevent all errors or all instances of fraud.
      A
      control system, no matter how well designed and operated, can provide only
      reasonable, not absolute, assurance that the control system's objectives will
      be
      met. Further, the design of a control system must reflect the fact that there
      are resource constraints, and the benefits of controls must be considered
      relative to their costs. Because of the inherent limitations in all control
      systems, no evaluation of controls can provide absolute assurance that all
      control issues and instances of fraud, if any, within our company have been
      detected. These inherent limitations include the realities that judgments in
      decision-making can be faulty, and that breakdowns can occur because of simple
      error or mistake. Controls can also be circumvented by the individual acts
      of
      some persons, by collusion of two or more people, or by management override
      of
      the controls. The design of any system of controls is based in part upon certain
      assumptions about the likelihood of future events, and any design may not
      succeed in achieving its stated goals under all potential future conditions.
      Over time, controls may become inadequate because of changes in conditions
      or
      deterioration in the degree of compliance with policies or procedures. Because
      of the inherent limitation of a cost-effective control system, misstatements
      due
      to error or fraud may occur and not be detected.




19




Our
      company (as a "non-accelerated filer") is not now subject to the requirements
      of
      Section 404(b) of SOX, which requirements, subject to change, are now scheduled
      to be effective for fiscal years ending on or after December 15,
      2008.  Under Section 404(b), our auditors will be required to perform
      an audit of management's assessment of the effectiveness of our internal control
      over financial reporting intended to enable us to issue a report, based on
      our
      audit, containing their opinions on both management's assessment and on the
      effectiveness of our internal control over financial reporting. Section 404(a)
      of the SOX, however, requires management to conduct and report upon its own
      assessment of a company's internal control over financial reporting for fiscal
      years ending on or after December 15, 2007, and, accordingly, places substantial
      responsibility on management to perform considerable work in preparing for
      this
      activity, not only in the design and conduct of its testing and other assessment
      procedures in developing adequate, detailed documentation of the company's
      internal control policies and procedures, but also the procedures applied by
      management in conducting its assessment and the results thereof. With respect
      to
      such preparation only, but not with respect to performing management's
      assessment procedures, our auditors are available to provide only limited
      assistance in documenting and making recommendations to management regarding
      internal controls, subject to advance approval of the audit committee or
      equivalent financial oversight or governance body, but only to the extent that,
      in their sole judgment, our auditors believe their independence will not be
      impaired.




**PART
      II — OTHER INFORMATION**





**ITEM
      1.         
 LEGAL PROCEEDINGS**




In
      the
      course of business, the Company has been, and may continue to be, involved
      in
      various claims seeking monetary damages and other relief.  The amount
      of the ultimate liability, if any, from such claims cannot be determined.
      However, in the opinion of the Company's management, the ultimate liability
      for
      any legal claims currently pending against the Company will not have a material
      adverse affect on the Company's financial position, results of operations or
      cash flows.




**ITEM
      2.           UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**




None.




**ITEM
      3.         
 DEFAULTS UPON SENIOR SECURITIES**




None.




**ITEM
      4.         
 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**




On
      or
      about July 31, 2007, the Company mailed to its stockholders a consent
      solicitation statement soliciting the consent of its stockholders to a 500
      for 1 reverse split of the Company's common stock.  The Company
      received the requisite approval from its stockholders effective as
      of August 6, 2007, and the Company filed a certificate of
      amendment to its articles of incorporation with the Nevada Secretary of
      State to effect the reverse split, which was effective August 18, 2007.  As
      such, every 500 shares of the Company’s common stock that were issued and
      outstanding immediately prior to the filing of the certificate of amendment
      effecting the reverse stock split were combined into one issued and
      outstanding share of common stock.  Neither the par value per share of the
      Company’s common stock ($0.001) nor the total number of authorized shares of the
      Company’s common stock (250,000,000) changed.  No fractional shares of
      common stock were issued in connection with the reverse
      split.  Instead, the Company rounded up and issued a whole share to
      each affected stockholder.




**ITEM
      5.           OTHER
      INFORMATION**




On
        September 30, 2007, our chief executive officer and sole director, Mr. Engelbrecht,
        entered into a subscription agreement with us pursuant to which he will be
        issued, from time to time, up to $50,000 worth of our common
        stock.  The value of the shares we will issue will be based on the
        market price at the time we issue such shares.




20




**ITEM
      6.         
 EXHIBITS**




**Exhibit
                No.**
            **Description**10.1*
            Subscription
                agreement dated September 30, 2007 between the registrant and Zirk
                Engelbrecht.31.1*
            Certification
                of Periodic Report by the Chief Executive Officer, Pursuant to Section
                302
                of the Sarbanes-Oxley Act of 2002.31.2*
            Certification
                of Periodic Report by the Chief Financial Officer, Pursuant to Section
                302
                of the Sarbanes-Oxley Act of 2002.32.1*
            Certification of
                Chief Executive Officer pursuant to 18 U.S.C, Section 1350, adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.32.2*
            Certification of
                Chief Financial Officer pursuant to 18 U.S.C, Section 1350,
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.*  Filed
                as an exhibit to this report






21