##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington D.C.,
    20549
      Form 10-KSB
      (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    March 31, 2007o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition
    period          to   Commission file number: 001-15385
  US Dataworks, Inc.
 (Name of small business issuer
    in its charter)
  Nevada

84-1290152(State or other jurisdiction of
    incorporation or organization)

(I.R.S. employer
    identification number)5301 Hollister Road,
    Suite 250Houston, Texas

77040(Address of principal executive
    offices)

(Zip Code)   Issuers telephone number: (713) 934-3855
  SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF
    THE ACT:
 Common Stock, par value $0.0001 per share American Stock
    Exchange
  SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF
    THE ACT:
 None
  o
  þ o
  Regulation S-B Form 10-KSB Form 10-KSB. o
  rule 12b-2 o þ
        DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-KSB
  o þ




---



##### 



US
    DATAWORKS, INC.
    TABLE OF CONTENTS
  2007
    FORM 10-KSB
  PagePART IItem 1.

Description of
    Business


2Item 2.

Description of
    Property


5Item 3.

Legal
    Proceedings


5Item 4.

Submission of
    Matters to a Vote of Security Holders


5PART IIItem 5.

Market for Common
    Equity, Related Stockholder Matters and Small Business Issuer
    Purchases of Equity Securities


7Item 6.

Managements
    Discussion and Analysis


7Item 7.

Financial
    Statements


16Item 8.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


38Item 8A.

Controls and
    Procedures


38Item 8B.

Other
    Information


38PART IIIItem 9.

Directors, Executive Officers,
    Promoters and Control Persons; Compliance With Section 16(a) of
    the Exchange Act


38Item 10.

Executive
    Compensation


39Item 11.

Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


39Item 12.

Certain
    Relationships and Related Transactions


39Item 13.

Exhibits


40Item 14.

Principal
    Accountant Fees and Services


45Second Amendment to the Stock Purchase AgreementConsent of Independent Registered Public Accounting FirmSection 302 Certification of CEOSection 302 Certification of CFOSection 906 Certification of CEOSection 906 Certification of CFO




---



##### Table of Contents



PART I      tm ® tm tm
  Item 1.
    Description
    of Business  General
     2




---



##### Table of Contents



Background
      Products
                   3




---



##### Table of Contents



Customers
    Strategic
    Business Relationships
      Competition
  E-Funds,
    
    reputation for reliability and service;
    breadth and quality of services;
    technological innovation and understanding client strategies and
    needs;
    creative design and systems engineering expertise;
    easy-to-use software;
    effective customer support;
    processing speed and accuracy; and
    pricing.     4




---



##### Table of Contents



Patents
    and Trademarks
    Government
    Regulation
    Employees
    Research
    and Development
    Item 2.
    Description
    of Property    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Executive
    Officers
    Name

Age

PositionCharles E. Ramey


66


Chief Executive Officer and
    DirectorTerry Stepanik


56


President, Chief Operating Officer
    and DirectorJohn T. McLaughlin


52


Chief Accounting OfficerJohn J. Figone


46


Vice President of Business
    Operations and General CounselMario Villarreal


36


Senior Vice President and Chief
    Technology Officer   Charles E. Ramey e-commerce
  Terry Stepanik
 5




---



##### Table of Contents



John T. McLaughlin
  John J. Figone
  Mario Villarreal
 6




---



##### Table of Contents



PART II  Item 5.
    Market
    for Common Equity, Related Stockholder Matters and Small
    Business Issuer Purchases of Equity Securities    High


LowFiscal
    2007First Quarter

$
0.91


$
0.41Second Quarter


0.83



0.49Third Quarter


0.71



0.45Fourth Quarter


0.64



0.39Fiscal
    2006First Quarter

$
0.71


$
0.41Second Quarter


0.73



0.38Third Quarter


0.64



0.44Fourth Quarter


0.49



0.34   Holders
    Dividend
    Policy
    Securities
    Authorized for Issuance under Equity Compensation
    Plans
  Form 10-KSB.
  Item 6.
    Managements
    Discussion and Analysis or Plan of Operation    Critical
    Accounting Policies
   7




---



##### Table of Contents



Revenue
    Recognition
  97-2,
          Concentrations
    of Credit Risk
          Results
    of Operations
   8




---



##### Table of Contents



Revenue
    For YearEndedMarch 31,2007


2006


Change(In 000s)Software licensing revenues

$
689


$
2,681



−74.3
%Software transactional revenues


1,495



908



64.7
%Software maintenance revenues


439



432



1.6
%Professional service revenues


3,446



2,952



16.7
%ATM equipment revenues


1,000







Total revenues

$
7,069


$
6,975



1.4
%       Cost
    of Sales
    Operating
    Expenses
   9




---



##### Table of Contents



Other
    Expenses
    Net
    Loss
    Liquidity
    and Capital Resources
      
    We believe that the demand for our software and professional
    services will continue to expand as the United States market
    adopts the new payment processing opportunities available under
    changing regulations such as the Check Clearing Act for the
    21st Century, and NACHAs back office conversion,
    which allows the conversion of paper checks in the back offices
    of retail merchants and government. We believe that increased
    demand for our solutions, including our recently introduced
    Clearingworks product, will lead to increased cash flows from
    up-front license fees, transaction-based contract fees and
    increases in professional services revenues.
    We have entered into a strategic alliance with one of the
    largest merchant service providers (MSP), which will allow this
    MSP to sell Clearingworks as part of its ARC and back office
    conversion services. Though no exact dollar amounts have been
    forecast at the time, we expect that this alliance will
    positively affect our profitability.
    Our alliance with Hyundai will allow us to resell ATMs enhanced
    with our software. We expect this alliance to positively affect
    our profitability.         10




---



##### Table of Contents



Balance as of





Payments


Due inContractual Obligations

March 31, 2007


2008


2009


2010


2011


2012


2013Current Operating Lease

$
96,688


$
96,688New Operating Lease

$
1,742,772


$
225,480


$
344,483


$
347,615


$
350,747


$
355,444


$
119,003   Recently
    Issued Accounting Pronouncements
         11




---



##### Table of Contents



Factors
    That May Affect Our Results
  We
    have a general history of losses and may not operate profitably
    in the future.
    Our
    ability to continue as a going concern may be contingent upon
    our ability to secure capital from prospective investors or
    lenders.
    
    curtail our operations significantly;
    sell significant assets;
    seek arrangements with strategic partners or other parties that
    may require us to relinquish significant rights to products,
    technologies or markets; or
    explore other strategic alternatives including a merger or sale
    of US Dataworks.    Our
    operating results are subject to fluctuations caused by many
    factors that could cause us to fail to achieve our revenue or
    profitability expectations, which in turn could cause our stock
    price to decline.
    
    market acceptance of and changes in demand for our products and
    services;
    gain or loss of clients or strategic relationships;
    announcement or introduction of new software, services and
    products by us or by our competitors;
    our ability to build brand recognition;
    timing of sales to customers;
    price competition;
    our ability to upgrade and develop systems and infrastructure to
    accommodate growth;
    our ability to attract and integrate new personnel in a timely
    and effective manner;
    our ability to introduce and market products and services in
    accordance with market demand;
    changes in governmental regulation;
    reduction in or delay of capital spending by our clients due to
    the effects of terrorism, war and political instability; and 12




---



##### Table of Contents




    general economic conditions, including economic conditions
    specific to the financial services industry.      We are
    entering into a new market that is highly competitive with well
    established competitors.
    We may
    not be able to maintain our relationships with strategic
    partners, which may cause our cash flow to
    decline.
    Because
    a small number of customers have historically accounted for and
    may in future periods account for substantial portions of our
    revenue, our revenue could decline because of delays of customer
    orders or the failure to retain customers.
    If
    general economic and business conditions do not improve, we may
    experience decreased revenue or lower growth
    rates.
    We may
    not be able to attract, retain or integrate key personnel, which
    may prevent us from successfully operating our
    business.
   13




---



##### Table of Contents



We
    operate in markets that are intensely and increasingly
    competitive, and if we are unable to compete successfully, our
    revenue could decline and we may be unable to gain market
    share.
      
    longer operating histories;
    larger installed customer bases;
    greater name recognition and longer relationships with
    clients; and
    significantly greater financial, technical, marketing and public
    relations resources than US Dataworks.    
    the breadth and quality of services;
    creative design and systems engineering expertise;
    pricing;
    technological innovation; and
    understanding clients strategies and needs.    We may
    be responsible for maintaining the confidentiality of our
    clients sensitive information, and any unauthorized use or
    disclosure could result in substantial damages and harm our
    reputation.
    If we
    do not adequately protect our intellectual property, our
    business may suffer, we may lose revenue or we may be required
    to spend significant time and resources to defend our
    intellectual property rights.
    We may
    be unable to consummate future potential acquisitions or
    investments or successfully integrate acquired businesses or
    investments or foreign operations with our business, which may
    disrupt our
 14




---



##### Table of Contents



business, divert managements attention and slow our
    ability to expand the range of our technologies and
    products.
   15




---



##### Table of Contents



Item 7.
    Financial
    Statements  US
    DATAWORKS, INC.
  TABLE OF
    CONTENTS
  PageReport of
    Independent Registered Public Accounting Firm


17Financial Statements:Balance Sheet as of
    March 31, 2007


18Statements of
    Operations for the years ended March 31, 2007 and
    2006


19Statements of
    Stockholders Equity for the years ended March 31,
    2007 and 2006


20Statements of Cash
    Flows for the years ended March 31, 2007 and 2006


22Notes to Financial
    Statements


23  16




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm           
     17




---



##### Table of Contents



US
    DATAWORKS, INC.   BALANCE
    SHEET
    March 31, 2007
  ASSETSCurrent assets:Cash and cash equivalents

$
140,276Accounts receivable, Net allowance
    for doubtful accounts of $250,000


2,180,029Prepaid expenses and other current
    assets


131,913Total current assets


2,452,218Property and equipment, net


480,483Goodwill, net


14,133,629Other assets


30,334Total assets

$
17,096,664LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Notes payable  related
    parties

$
539,000Current portion of convertible
    promissory notes


256,066Deferred revenue


643,895Accounts payable


920,110Accrued expenses


999,897Interest payable


13,932Interest payable 
    related parties


4,926Derivative  Warrants


75,255Total current liabilities


3,453,081Total liabilities

$
3,453,081Commitments and ContingenciesStockholders Equity:Convertible Series B
    preferred stock, $0.0001 par value; 700,000 shares
    authorized; 109,933 shares issued and outstanding; $3.75
    liquidation preference, dividends of $252,238 in arrears


55Common stock, $0.0001 par
    value; 90,000,000 shares authorized; 37,400,462 shares
    issued and 31,300,462 outstanding


3,740Additional paid-in capital


64,056,135Accumulated deficit


(50,416,347
)Total stockholders equity


13,643,583Total liabilities and
    stockholders equity

$
17,096,664    18




---



##### Table of Contents



US
    DATAWORKS, INC.   STATEMENTS
    OF OPERATIONS
    for the years ended March 31, 2007 and 2006
  2007


2006Revenues:Software licensing revenues

$
689,425


$
2,681,478Software transactional revenues


1,495,617



908,040Software maintenance revenues


438,803



432,878Professional services revenues


3,445,730



2,952,781ATM equipment revenue


1,000,000



Total revenues


7,069,575



6,975,177Cost of Sales


2,859,063



1,555,776Gross Profit


4,210,512



5,419,401Operating expenses:General and administrative


7,031,224



5,466,735Depreciation and amortization


144,114



362,031Total operating expenses


7,175,338



5,828,766Loss from operations


(2,964,826
)


(409,365
)Other income (expense):Financing costs


(46,200
)


(160,001
)Interest expense


(226,820
)


(342,462
)Interest expense 
    related parties


(21,875
)


Loss on extinguishment of debt






(206,000
)Litigation settlements


222,600



(222,600
)Other income (expense)


10,490



32,488Gain on derivative liabilities


(279,378
)


489,783Total other income (expense)


(341,183
)


(408,792
)Loss before provision for income
    taxes


(3,306,009
)


(818,157
)Provision for income taxes






Net loss

$
(3,306,009
)

$
(818,157
)Basic and diluted loss per share

$
(0.11
)

$
(0.03
)Basic and diluted weighted-average
    shares outstanding


30,717,707



27,773,954    19




---



##### Table of Contents



US
    DATAWORKS, INC.



STATEMENTS
    OF STOCKHOLDERS EQUITY
    for the years ended March 31, 2007 and 2006  AdditionalPreferred Stock Convertible Series B


Common Stock


Paid-In


Deferred


AccumulatedShares


Amount


Shares


Amount


Capital


Compensation


Deficit


TotalBalance, March 31, 2005


549,667


$
55



28,778,366


$
2,878


$
61,676,629


$
(12,198
)

$
(46,292,181
)

$
15,375,183Options granted to third parties


















58,450











58,450Warrants issued for extinguishment
    of debt


















206,000











206,000Warrants issued in connection with
    waiver of certain rights held by an investor


















185,000











185,000Amortization of deferred
    compensation






















12,198







12,198Common stock issued for:Cash, less cost of offering (14,550)










1,258,654


$
126



585,324











585,450Issued for conversion of
    convertible debenture










89,744


$
9



51,324











51,333Current Period profit/loss


























(818,157
)


(818,157
)Balance at March 31, 2006


549,667


$
55



30,126,764


$
3,013


$
62,762,727


$



$
(47,110,338
)

$
15,655,457    20




---



##### Table of Contents



US
    DATAWORKS, INC.



STATEMENTS
    OF STOCKHOLDERS EQUITY
    for the years ended March 31, 2007 and 2006  Preferred Stock Convertible








AdditionalSeries B


Common Stock


Paid-In


AccumulatedShares


Amount


Shares


Amount


Capital


Deficit


TotalBalance, March 31, 2006


549,667


$
55



30,126,764


$
3013


$
62,762,727


$
(47,110,338
)

$
15,655,457Common stock issued for conversion
    of convertible debenture










1,173,698



117



646,631







646,748Common stock issued to escrow










6,100,000



610



(610
)






Stock based compensation


















647,387







647,387Current Period profit/loss






















(3,306,009
)


(3,306,009
)Balance at March 31, 2007


549,667


$
55



37,400,462


$
3,740


$
64,056,135


$
(50,416,347
)

$
13,643,582    21




---



##### Table of Contents



US
    DATAWORKS, INC.



STATEMENTS
    OF CASH FLOWS
    for the years ended March 31, 2007 and 2006  2007


2006Cash flows from operating
    activities:Net loss from continuing operations

$
(3,306,009
)

$
(818,157
)Adjustments to reconcile net loss
    to net cash used in operating activities:Depreciation and amortization of
    property and equipment


144,115



362,031Interest associated with creation
    of derivative liability






21,029Allowance for doubtful accounts, AR


250,000Loss on extinguishment of debt






206,000Loss on disposition of furniture
    and equipment






5,512Gain on fixed asset disposition


(3,394
)


Amortization of note discount on
    convertible promissory note


176,059



240,655Amortization of deferred
    compensation expense






(9,302
)Issuance of options to 3rd parties
    for services






58,450Issuance of warrants to lender in
    exchange for waiver






160,000Stock based compensation


647,386



Gain on derivatives


228,045



(489,783
)Changes in operating assets and
    liabilities:Accounts receivable


(938,341
)


(652,398
)Costs and estimated earnings in
    excess of billings on uncompleted contracts


238,000



(238,000
)Prepaid expenses and other current
    assets


34,601



(70,786
)Other assets


12,890



569Deferred revenue


427,141



(287,282
)Accounts payable


688,698



(7,835
)Accrued expenses


537,359



136,268Interest payable


(22,814
)


Net cash used in operating
    activities


(886,264
)


(1,383,029
)Cash flows from investing
    activities:Purchase of property and equipment


(157,098
)


(166,851
)Sales of fixed assets


8,000



4,482Net cash used in investing
    activities


(149,098
)


(162,369
)Cash flows from financing
    activities:Proceeds from related party note


500,000



Proceeds from convertible
    promissory notes






700,000Repayment of convertible
    promissory notes


(614,800
)


Proceeds from stock sale






600,000Stock issuance costs






(14,550
)Proceeds from issuance of warrants
    to lender in exchange for waiver






25,000Net cash provided by financing
    activities


(114,800
)


1,310,450Net (decrease) increase in cash
    and cash equivalents


(1,150,162
)


(234,948
)Cash and cash equivalents,
    beginning of year


1,290,438



1,525,386Cash and cash equivalents, end of
    year

$
140,276


$
1,290,438Supplemental disclosures of cash
    flow informationInterest paid

$
95,451


$
76,820    22




---



##### Table of Contents



US
    DATAWORKS, INC.
    NOTES TO FINANCIAL STATEMENTS 1.
    Organization
    and Business  General
    2.
    Summary
    of Significant Accounting Policies  Revenue
    Recognition
  97-2, (SOP 97-2).
          Cash
    and Cash Equivalents
   23




---



##### Table of Contents



US
    DATAWORKS, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Property
    and Equipment
    Automobiles

3 yearsFurniture and fixtures

5 yearsTelephone equipment

5 to 10 yearsComputer equipment

5 yearsComputer software

5 yearsLeasehold improvements

Shorter of initial lease period or
    useful life of asset     Impairment
    of Long-Lived Assets
    Goodwill
        Fair
    Value of Financial Instruments
   24




---



##### Table of Contents



US
    DATAWORKS, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Convertible
    Debt Financing  Derivative
    Liabilities
      Stock
    Options
     25




---



##### Table of Contents



US
    DATAWORKS, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    2007


2006Net loss as reported

$
(3,306,009
)

$
(818,157
)Add stock based
    employee compensation expense included in net earnings (loss) as
    reported, net of related tax effects


647,387



Deduct stock based
    employee compensation expense determined under the fair value
    based method for all awards, net of related tax effects






(2,449,998
)Net loss, pro forma

$
(2,658,622
)

$
(3,268,155
)Basic and diluted loss per share,
    as reported

$
(0.11
)

$
(0.03
)Basic and diluted loss per share,
    pro forma

$
(0.08
)

$
(0.11
)     Advertising
    Expense
    Income
    Taxes
    Loss
    per Share
     26




---



##### Table of Contents



US
    DATAWORKS, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Year Ended March 31,2007


2006Options outstanding under the
    Companys stock option plans


6,565,349



3,499,115Options granted outside the
    Companys stock option plans


1,160,000



1,160,000Warrants issued in conjunction
    with private placements(b)


5,438,683



5,839,933Warrants issued as a financing
    cost for notes payable and convertible notes payable


1,691,250



2,098,783Warrants issued for services
    rendered and litigation settlement


180,769



360,769Warrants issued as part of the
    April 2001 acquisition






67,200Convertible Series B
    preferred stock(a)


109,933



109,933     (a)
    
    The Series B preferred stock is convertible into shares of
    common stock at a conversion price of $3.75 per share.(b)
    
    In connection with the Stock Purchase agreement of December 29,
    2006, as amended on February 13, 2007 and later amended on March
    22, 2007, and subject to shareholder approval the Company has
    agreed to issue Hyundai Syscomm a warrant for 14,300,000 shares
    of common stock upon the closing of the stock purchase
    transaction.  Reclassifications
    Estimates
    Concentrations
    of Credit Risk
       27




---



##### Table of Contents



US
    DATAWORKS, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Recently
    Issued Accounting Pronouncements
         28




---



##### Table of Contents



US
    DATAWORKS, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  3.
    Property
    and Equipment    Furniture and fixtures


77,559Telephone equipment


92,795Computer equipment


693,552Computer Software


1,271,098Leasehold improvements


62,9972,198,001Less accumulated depreciation and
    amortization


(1,717,517
)Total

$
480,484     4.
    Notes
    Payable  Related Parties    5.
    Convertible
    Promissory Notes    Convertible promissory note,
    interest at 10% per annum, unsecured, $256,066 due
    September 15, 2007

$
256,066256,066Less current portion


(256,066
)Long-term portion

$
   Convertible
    promissory note with interest at 10% per annum
       29




---



##### Table of Contents



US
    DATAWORKS, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      Convertible
    promissory note issued June 16, 2005 with $70,000 Original
    Issue Discount
     30




---



##### Table of Contents



US
    DATAWORKS, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
              6.
    Accounts
    Receivable Facility   31




---



##### Table of Contents



US
    DATAWORKS, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    7.
    Commitments
    and Contingencies  Leases
      Year Ended

OperatingMarch 31,

Lease2008


96,688$
96,688     Year Ended

OperatingMarch 31,

Lease2008


225,4802009


344,4832010


347,6152011


350,7472012


355,4442013


119,003$
1,742,772   Employment
    Agreements
       32




---



##### Table of Contents



US
    DATAWORKS, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      Litigation
    8.
    Stockholders
    Equity  Preferred
    Stock
    Convertible
    Series B Preferred Stock
           33




---



##### Table of Contents



US
    DATAWORKS, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Common
    Stock and Warrants
    Non-Cash
    Financing
          Sale
    of Common Stock and Warrants
          Sale
    of Common Stock and Warrants
   34




---



##### Table of Contents



US
    DATAWORKS, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Amendment
    of Convertible Promissory Note and Issuance of Warrant
    Sale
    of Warrants
      Stock
    Options
   35




---



##### Table of Contents



US
    DATAWORKS, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
        2000 Stock Option Plan


Outside of PlanWeighted-





Weighted-Average





AverageExercise





ExerciseShares


Price


Shares


PriceOutstanding, March 31, 2005


3,926,783


$
1.60



1,163,000


$
1.07Granted


1,174,400


$
0.58






$
Forfeited/cancelled


1,602,068


$
2.35



3,000


$
21.72Outstanding, March 31, 2006


3,499,115


$
0.94



1,160,000


$
1.02Granted


3,219,500


$
0.58






$
Forfeited/cancelled


153,266


$
1.40






$
Outstanding, March 31, 2007


6,565,349


$
0.74



1,160,000


$
1.02Exercisable, March 31, 2007


3,795,849


$
0.84



1,160,000


$
1.02     Weighted-Weighted-




AverageAverage

Weighted-


ExerciseStock


Stock


Remaining

Average


Price ofOptions


Options


Contractual

Exercise


OptionsRange of Exercise Prices

Outstanding


Exercisable


Life

Price


Exercisable$0.43 - 0.80


5,143,513



2,749,013


8.30 years

$
0.56


$
0.55$0.81 - 1.35


1,837,836



1,462,836


7.31 years

$
0.93


$
0.96$1.36 - 6.25


744,000



744,000


6.85 years

$
1.96


$
1.967,725,349



4,955,849  36




---



##### Table of Contents



US
    DATAWORKS, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  9.
    Income
    Taxes    Deferred tax assets:United States federal net
    operating loss carryforwards

$
9,302,322Effect of state net operating loss
    carryforwards


820,793Deferred Salaries


(3442
)Allowance for doubtful accounts


80,202Accrued liabilities


24,444Stock based compensation


239,533Total deferred tax assets


10,463,852Valuation allowance


(10,459,146
)Deferred tax assets


4,706Deferred tax liability 
    Basis of property and equipment


(4,706
)Net deferred tax assets

$
       2007


2006Income tax benefit at federal
    statutory rate


34.0
%


34.0
%Non-deductible interest expense
    from beneficial conversion feature and issuance of common stock
    and stock warrants


(2.1
)


(7.2
)Non-deductible compensation and
    other expense arising from issuance of common stock and stock
    warrants


(7.2
)


(2.6
)Change in allowance for doubtful
    accounts


(2.3
)Change in the
    beginning-of-the-year balance of the valuation allowance for
    deferred tax assets allocated to income tax expense


(25.1
)


(26.0
)State income taxes


3.0



3.0Other


(0.3
)


(1.2
)Total



%



%  37




---



##### Table of Contents



10.
    Subsequent
    Events    Item 8.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure.    Item 8A.
    Controls
    and Procedures  Evaluation of disclosure controls and
    procedures Rule 13a-15(e)
  Form 10-KSB,
  Changes in internal control over financial
    reporting Rule 13a-15(f)
 Item 8B.Other
    Information   PART III  Item 9.
    Directors,
    Executive Officers, Promoters and Control Persons; Compliance
    With
    Section 16(a)
    of the Exchange Act.   38




---



##### Table of Contents



Form 10-KSB.
      Code of
    Ethics
  http://www.usdataworks.com
  Item 10.
    Executive
    Compensation    Item 11.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Equity
    Compensation Plan Information
    Number of SecuritiesRemaining Available forWeighted Average


Future Issuance UnderNumber of Securities to


Exercise Price of


Equity CompensationBe Issued Upon Exercise


Outstanding


Plans (Excludingof Outstanding Options,


Options, Warrants


Securities Reflected inWarrants and Rights


and Rights


Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved
    by the stockholders


6,565,349


$
0.74



1,034,651Equity compensation plans not
    approved by the stockholders


1,160,000


$
1.02



Total


7,725,349


$
0.78



1,034,651    39




---



##### Table of Contents



Item 12.
    Certain
    Relationships and Related Transactions    Item 13.
    Exhibits  Regulation S-B. Form 10-KSB
  ExhibitNumber

Description of Document3(i)
.1

Articles of Incorporation of
    Sonicport.com, Inc. (incorporated by reference to
    Exhibit 3(i).1 to the Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).3(i)
.2

Certificate of Designation of
    Series A Convertible Preferred Stock of Sonicport.com, Inc.
    (incorporated by reference to Exhibit 3.1(g) to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2000).3(i)
.3

Certificate of Designation of
    Series B Convertible Preferred Stock of Sonicport.com, Inc.
    (incorporated by reference to Exhibit 3(1).3 to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).3(i)
.4

Certificate of Amendment to
    Articles of Incorporation of Sonicport.com, Inc. (incorporated
    by reference to Exhibit 3.1(h) to the Registrants
    Annual Report on
    Form 10-KSB
    for the year ended March 31, 2001).3(i)
.5

Certificate of Amendment to
    Articles of Incorporation of Sonicport, Inc. (incorporated by
    reference to Exhibit 3.1 to the Registrants
    registration statement on
    Form S-3
    filed May 14, 2002).3(ii)


Amended and Restated Bylaws.
    (incorporated by reference to Exhibit 3(ii) to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended December 31, 2002).4
.1

Specimen common stock certificate.
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).4
.2

Registration Rights Agreement
    dated as of June 30, 2003 between the Registrant and Icon
    Investors Ltd. (incorporated by reference to Exhibit 4.1 to
    the Registrants Current Report on
    Form 8-K,
    filed with the SEC on July 10, 2003).4
.3

Finders Fee and Piggyback
    Registration Rights Agreement dated June 30, 2003 between
    the Registrant and Bridgewater Capital (incorporated by
    reference to Exhibit 4.1 to the Registrants Quarterly
    Report on
    Form 10-QSB
    for the quarter ended June 30, 2003.)4
.4

Registration Agreement dated
    September 30, 2003 between the Registrant and ACI
    Communications Holdings, Inc. (incorporated by reference to
    Exhibit 4.1 to the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended September 30, 2003).4
.5

1% Convertible Debenture
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed October 9, 2003).4
.6

Form of Common Stock Purchase
    Agreement (incorporated by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K,
    filed with the SEC on October 9, 2003).4
.7

Registration Rights Agreement,
    dated as of October 2, 2003, by and among the Registrant
    and the signatories thereto (incorporated by reference to
    Exhibit 4.3 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on October 9, 2003).4
.8

Registration Rights Agreement,
    dated as of April 16, 2004, by and among the Registrant and
    the signatories thereto (incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on May 20, 2004).4
.9

Registration Agreement dated as of
    November 12, 2004, between the Registrant and Peter Simons
    (incorporated by reference to Exhibit 4.3 to Registration
    Statement on
    Form S-3
    (File
    No. 333-121951)
    filed by the Registrant on January 11, 2005). 40




---



##### Table of Contents



ExhibitNumber

Description of Document4
.10

Common Stock Purchase Warrant to
    purchase up to 160,000 shares of the Registrant Common
    Stock issued to Peter Simons (incorporated by reference to
    Exhibit 4.4 to Registration Statement on
    Form S-3
    (File
    No. 333-121951)
    filed by the Registrant on January 11, 2005).4
.11

Amended and Restated
    10% Convertible Debenture issued by the Registrant for the
    benefit of Peter Simons dated effective September 15, 2006
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on October 17, 2005).4
.12

Common Stock Purchase Warrant to
    purchase up to 650,000 shares of the Registrants
    Common Stock issued to Peter Simons (incorporated by reference
    to Exhibit 4.2 to the Registrants Current Report on
    Form 8-K
    filed with the SEC on October 17, 2005).4
.13

Registration Agreement, dated as
    of September 15, 2005, between the Registrant and Peter
    Simons (incorporated by reference to Exhibit 4.3 the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on October 17, 2005).4
.14

Convertible Debenture issued by
    the Registrant for the benefit of Crescent International Ltd.
    dated June 17, 2005 (incorporated by reference to
    Exhibit 4.2 to the Registrants Current Report on
    Form 8-K
    filed with the SEC on June 22, 2005).4
.15

Short-Term Common Stock Purchase
    Warrant to purchase up to 407,926 shares of the
    Registrants Common Stock issued to Crescent International
    Ltd. (incorporated by reference to Exhibit 4.3 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 22, 2005).4
.16

Long-Term Common Stock Purchase
    Warrant to purchase up to 471,154 shares of the
    Registrants Common Stock issued to Crescent International
    Ltd. (incorporated by reference to Exhibit 4.4 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 22, 2005).4
.17

Registration Rights Agreement,
    dated as of June 17, 2005, by and between the Registrant
    and Crescent International Ltd. (incorporated by reference to
    Exhibit 4.5 to the Registrants Current Report on
    Form 8-K
    filed with the SEC on June 22, 2005).4
.18

Form of Common Stock Purchase
    Warrant (incorporated by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 21, 2005).4
.19

Form of Common Stock Purchase
    Warrant (incorporated by reference to Exhibit 4.3 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 21, 2005).4
.20

Registration Rights Agreement,
    dated June 16, 2005, by and among the Registrant and the
    signatories thereto (incorporated by reference to
    Exhibit 4.4 to the Registrants Current Report on
    Form 8-K
    filed with the SEC on June 21, 2005).4
.21

Amendment to Convertible Debenture
    issued by the Registrant for the benefit of Crescent
    International Ltd. dated March 9, 2006 (incorporated by
    reference to Exhibit 4.1 to the Registrants Current
    Report on
    Form 8-K
    filed with the SEC on March 20, 2006).4
.22

Rights Agreement, dated
    July 24, 2003, by and between the Registrant and Corporate
    Stock Transfer (incorporated by reference to Exhibit 4.1 to
    the Registrants Current Report on
    Form 8-K,
    filed with the SEC on July 25, 2003).4
.23

Amendment No. 1 to Rights
    Agreement, dated December 29, 2006, by and between the
    Registrant and American Stock Transfer & Trust
    (incorporated by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K,
    filed with the SEC on January 5, 2007).4
.24

Stock Purchase Warrant issued on
    December 29, 2006 by and between the Registrant to the
    benefit of Hyundai Syscomm Corp. (incorporated by reference to
    Exhibit 4.3 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on January 5, 2007).4
.25

Registration Rights Agreement,
    dated December 29, 2006, by and between the Registrant and
    Hyundai Syscomm Corp. (incorporated by reference to
    Exhibit 4.4 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on January 5, 2007).10
.1

Amended and Restated 2000 Stock
    Option Plan (incorporated by reference to Exhibit 99.1 to
    the Registrants Registration Statement on
    Form S-8
    (File
    No. 333-102840)).10
.2

Form of Incentive Stock Option
    Agreement (incorporated by reference to Exhibit 10.2 to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2003). 41




---



##### Table of Contents



ExhibitNumber

Description of Document10
.3

Lease Agreement dated as of
    November 18, 1997, by and between Allstate Dataworks, LLC
    and 5301 Hollister, L.P. (incorporated by reference to
    Exhibit 10.6 to the Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.4

Second Addendum to Lease Contract
    dated as of October 28, 2000, by and between US Dataworks,
    Inc., a Delaware corporation, and 5301 Hollister, L.P.
    (incorporated by reference to Exhibit 10.7 to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.5

Fourth Amendment to Lease
    Agreement dated as of May 14, 2002 by and between the
    Registrant and MLCV Hollister LP. (incorporated by reference to
    Exhibit 10.8 to the Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.6

Form of Warrant Agreement between
    the Registrant and each of Messrs. Cooper, Shapiro,
    Stepanik and Villarreal (incorporated by reference to
    Exhibit 10.11 to the Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.7

Form of Warrant Agreement.
    (incorporated by reference to Exhibit 10.13 to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.8

Form of Convertible Promissory
    Note (incorporated by reference to Exhibit 10.14 to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.9

Warrant Agreement for Common Stock
    of Sonicport, Inc. dated as of January 21, 2002, by and
    between the Registrant and Red Rock Bridge Fund, L.L.C.
    (incorporated by reference to Exhibit 10.15 to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.10

Convertible Secured Promissory
    Note dated as of January 21, 2002, by and between the
    Registrant and Red Rock Bridge Fund, L.L.C. (incorporated by
    reference to Exhibit 10.16 to the Registrants Annual
    Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.11

Form of Promissory Note between
    the Registrant and each of David Baeza and Stanton Dodson.
    (incorporated by reference to Exhibit 10.18 to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.12

Form of Stock Option Agreement
    (incorporated by reference to Exhibit 99.1 to the
    Registrants Registration Statement on
    Form S  8 (File
    No. 333-102842)).10
.13

Form of Director Stock Option
    Agreement (incorporated by reference to Exhibit 10.13 to
    the Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2003).10
.14

Note and Warrant Purchase
    Agreement by and among the Registrant, Charles E. Ramey and
    LaJolla Cove LA Investors, Inc., dated June 6, 2003
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.15

Form of Warrant Agreement between
    the Registrant and La Jolla Cove LA Investors, Inc.
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.16

Convertible Debenture and Warrant
    Agreement dated June 30, 2003 by and between the Registrant
    and Societe Financiere Privee, S.A. (incorporated by reference
    to Exhibit 10.3 to the Registrants Quarterly Report
    on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.17

Warrant Agreement dated
    June 30, 2003 between the Registrant and Societe Financiere
    Privee, S.A. (incorporated by reference to Exhibit 10.4 to
    the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.18

Warrant Agreement dated
    July 10, 2003 between the Registrant and Charles E. Ramey
    (incorporated by reference to Exhibit 10.5 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.19

Subordinated Convertible Note and
    Warrant Agreement dated July 10, 2003 between the
    Registrant and Charles E. Ramey (incorporated by reference to
    Exhibit 10.6 to the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.20

Venison Warrant Agreement dated
    June 25, 2003 between the Registrant and Barry Venison
    (incorporated by reference to Exhibit 10.7 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003). 42




---



##### Table of Contents



ExhibitNumber

Description of Document10
.21

Voting Agreement dated
    June 30, 2003 between the Registrant and Societe Financiere
    Privee, S.A. (incorporated by reference to Exhibit 10.8 to
    the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.22

Form of 8% Subordinated
    Promissory Note dated June 6, 2003 between the Registrant
    and La Jolla Cove Investors, Inc. (incorporated by
    reference to Exhibit 10.9 to the Registrants
    Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.23

5% Convertible Debenture
    between the Registrant and Societe Financiere Privee, S.A.
    (incorporated by reference to Exhibit 10.10 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.24

Convertible Subordinated
    Promissory Note dated July 10, 2003 between the Registrant
    and Charles Ramey. (incorporated by reference to
    Exhibit 10.11 to the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.25

8% Convertible Promissory
    Note between the Registrant and Barry Venison. (incorporated by
    reference to Exhibit 10.12 to the Registrants
    Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.26

Form of Note and Warrant
    Conversion Agreement dated June 25, 2003 between the
    Registrant and Barry Venison, Brad Friedel, John Barnes and
    Darren Ridge (incorporated by reference to Exhibit 10.13 to
    the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.27

Form of replacement Warrant
    Agreement between the Registrant and each of Barry Venison, Brad
    Friedel, John Barnes and Darren Ridge. (incorporated by
    reference to Exhibit 10.14 to the Registrants
    Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.28

Promissory Note dated
    December 31, 2002 between the Registrant and ACI
    Communications holdings, Inc. f/k/a/ AllState Communications,
    Inc. . (incorporated by reference to Exhibit 10.15 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.29

Amendment No. 1 to Settlement
    Agreement dated December 31, 2002 between the Registrant,
    Frank Montelione, Russel Leventhal, ACI Communications Holdings,
    Inc. f/k/a/AllState Communications, Inc. (incorporated by
    reference to Exhibit 10.16 to the Registrants
    Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.30

Security Agreement dated
    December 31, 2002 between the Registrant and ACI
    Communications Holdings, Inc. f/k/a/ AllState Communications
    Inc. (incorporated by reference to Exhibit 10.17 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.31

Nonstatutory Stock Option
    Agreement dated May 21, 2003 between the Registrant and
    Mario Villarreal. (incorporated by reference to
    Exhibit 10.18 to the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.32

Nonstatutory Stock Option
    Agreement dated May 21, 2003 between the Registrant and
    Terry E. Stepanik. (incorporated by reference to
    Exhibit 10.19 to the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.33

Employment Agreement dated
    April 2, 2003 between the Registrant and Terry Stepanik
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly report on
    Form 10-QSB
    for the quarter ended September 30, 2003).10
.34

Employment Agreement dated
    April 2, 2003 between the Registrant and Mario Villarreal
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Quarterly report on
    Form 10-QSB
    for the quarter ended September 30, 2003).10
.35

Employment Agreement dated
    May 13, 2003 between the Registrant and Charles E. Ramey
    (incorporated by reference to Exhibit 10.3 to the
    Registrants Quarterly report on
    Form 10-QSB
    for the quarter ended September 30, 2003).10
.36

Employment Agreement dated
    April 2, 2003 between the Registrant and John J. Figone
    (incorporated by reference to Exhibit 10.4 to the
    Registrants Quarterly report on
    Form 10-QSB
    for the quarter ended September 30, 2003).10
.37

Form of Nonstatutory Stock Option
    Agreement (incorporated by reference to Exhibit 10.6 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended September 30, 2003). 43




---



##### Table of Contents



ExhibitNumber

Description of Document10
.38

Common Stock Purchase and Warrant
    Agreement dated September 30, 2003 between the Registrant
    and ACI Communications Holdings, Inc. (incorporated by reference
    to Exhibit 10.7 to the Registrants Quarterly Report
    on
    Form 10-QSB
    for the quarter ended September 30, 2003).10
.39

Form of Common Stock Purchase and
    Warrant Agreement between the Registrant and ACI Communications
    Holdings, Inc. (incorporated by reference to Exhibit 10.8
    to the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended September 30, 2003).10
.40

Advisory Agreement dated
    June 6, 2003 between the Registrant and Merriman Curhan
    Ford & Co. (incorporated by reference to
    Exhibit 10.9 to the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended September 30, 2003).10
.41

Advisory Agreement dated
    July 2, 2003 between the Registrant and Merriman Curhan
    Ford & Co. (incorporated by reference to
    Exhibit 10.42 to the Registrants Registration
    Statement on
    Form SB-2/A
    filed November 26, 2003 (File
    No. 333-108536)).10
.42

Common Stock Purchase and Warrant
    Agreement dated as of October 2, 2003 between the
    Registrant and the signatories thereto (incorporated by
    reference to Exhibit 99.1 to the Registrants Current
    Report on
    Form 8-K
    filed October 9, 2003).10
.43

Convertible Debenture and Warrant
    Agreement dated as of October 2, 2003 between the
    Registrant and John Winfield IRA (incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed October 9, 2003).10
.44

Securities Purchase Agreement,
    dated as of April 16, 2004, by and among the Registrant and
    the signatories thereto (incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on May 20, 2004).10
.45

Form of Series A Common Stock
    Purchase Warrant (incorporated by reference to Exhibit 99.2
    to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on May 20, 2004).10
.46

Form of Series B Common Stock
    Purchase Warrant (incorporated by reference to Exhibit 99.3
    to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on May 20, 2004).10
.47

Settlement & Release
    Agreement, dated as of April 26, 2004, by and between the
    Registrant and Icon Investors, Ltd. (incorporated by reference
    to Exhibit 99.4 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on May 20, 2004).10
.48

Additional Compensation Agreement
    made and effective as of April 12, 2004, by and between the
    Company and John S. Reiland (incorporated by reference to
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2004).10
.49

Settlement Agreement and Mutual
    Release dated November 12, 2004, by and between the
    Registrant and Peter Simons (incorporated by reference to
    Exhibit 99.1 to Registration Statement on
    Form S-3
    (File
    No. 333-121951)
    filed by the Registrant on January 11, 2005).10
.50

Amended Warrants Agreement dated
    December 6, 2004 (incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on December 8, 2004).10
.51

First Amendment to Amended
    Warrants Agreement dated December 9, 2004 (incorporated by
    reference to Exhibit 99.1 to the Registrants Current
    Report on
    Form 8-K,
    filed with the SEC on December 13, 2004).10
.52

Schedule Number 1 to Master
    License Agreement, dated July 22, 2005, by and between the
    Registrant and American Express Travel Related Services Company
    (incorporated by reference to Exhibit 10.4 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended September 30, 2007).10
.53

Master License Agreement,
    effective as of October 15, 1999, by and between the
    Registrant and American Express Travel Related Services Company
    (incorporated by reference to Exhibit 10.5 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended September 30, 2007).10
.54

Amendment Agreement, dated as of
    December 28, 2006, by and between the Registrant and
    Crescent International Ltd. (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 29, 2006).10
.55

Stock Purchase Agreement, dated
    December 29, 2006, by and between the Registrant and
    Hyundai Syscomm Corp. (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on January 5, 2007). 44




---



##### Table of Contents



ExhibitNumber

Description of Document10
.56

First Amendment to the Stock
    Purchase Agreement and the Escrow Agreement, dated
    February 13, 2007, by and between the Company and Hyundai
    Syscomm Corp. (incorporated by reference to Exhibit 10.1 to
    the Registrants Current Report on
    Form 8-K,
    filed with the SEC on February 20, 2007).10
.57

Second Amendment to the Stock
    Purchase Agreement and the Escrow Agreement, dated
    March 22, 2007, by and between the Company and Hyundai
    Syscomm Corp.10
.58

Software Integration and Resale
    Agreement, dated December 29, 2006, by and between the
    Registrant and Hyundai Syscomm Corp. (incorporated by reference
    to Exhibit 10.2 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on January 5, 2007).23
.1

Consent of Independent Registered
    Public Accounting Firm.24
.1

Power of Attorney (included on
    signature page).31
.1

Section 302 Certification of
    Chief Executive Officer.31
.2

Section 302 Certification of
    Chief Financial Officer or person performing similar functions.32
.1

Section 906 Certification of
    Chief Executive Officer.32
.2

Section 906 Certification of
    Chief Financial Officer or person performing similar functions.     
    
    Indicates management contract or compensatory plan or
    arrangement.  Item 14.
    Principal
    Accountant Fees and Services   45




---



##### Table of Contents



SIGNATURES
      By:
    /s/  Charles
    E. Ramey       attorneys-in-fact, Form 10- attorneys-in-fact
    Name

Title

Date/s/  Charles
    E. RameyCharles
    E. Ramey

Chief Executive Officer
    (Principal Executive Officer)
    and Director

June 29, 2007/s/  John
    T.
    McLaughlinJohn
    T. McLaughlin

Chief Accounting Officer
    (Principal Accounting Officer)

June 29, 2007/s/  Joe
    AbrellJoe
    Abrell

Director

June 29, 2007/s/  J.
    Patrick
    MillinorJ.
    Patrick Millinor

Director

June 29, 2007/s/  John
    L.
    Nicholson, M.D.John
    L. Nicholson, M.D.

Director

June 29, 2007/s/  Terry
    StepanikTerry
    Stepanik

Director

June 29, 2007/s/  Hayden
    D. WatsonHayden
    D. Watson

Director

June 29, 2007/s/  Thomas
    L. West,
    Jr.Thomas
    L. West, Jr.

Director

June 29, 2007  46




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description of Document3(i)
.1

Articles of Incorporation of
    Sonicport.com, Inc. (incorporated by reference to
    Exhibit 3(i).1 to the Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).3(i)
.2

Certificate of Designation of
    Series A Convertible Preferred Stock of Sonicport.com, Inc.
    (incorporated by reference to Exhibit 3.1(g) to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2000).3(i)
.3

Certificate of Designation of
    Series B Convertible Preferred Stock of Sonicport.com, Inc.
    (incorporated by reference to Exhibit 3(1).3 to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).3(i)
.4

Certificate of Amendment to
    Articles of Incorporation of Sonicport.com, Inc. (incorporated
    by reference to Exhibit 3.1(h) to the Registrants
    Annual Report on
    Form 10-KSB
    for the year ended March 31, 2001).3(i)
.5

Certificate of Amendment to
    Articles of Incorporation of Sonicport, Inc. (incorporated by
    reference to Exhibit 3.1 to the Registrants
    registration statement on
    Form S-3
    filed May 14, 2002).3(ii)


Amended and Restated Bylaws.
    (incorporated by reference to Exhibit 3(ii) to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended December 31, 2002).4
.1

Specimen common stock certificate.
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).4
.2

Registration Rights Agreement
    dated as of June 30, 2003 between the Registrant and Icon
    Investors Ltd. (incorporated by reference to Exhibit 4.1 to
    the Registrants Current Report on
    Form 8-K,
    filed with the SEC on July 10, 2003).4
.3

Finders Fee and Piggyback
    Registration Rights Agreement dated June 30, 2003 between
    the Registrant and Bridgewater Capital (incorporated by
    reference to Exhibit 4.1 to the Registrants Quarterly
    Report on
    Form 10-QSB
    for the quarter ended June 30, 2003.)4
.4

Registration Agreement dated
    September 30, 2003 between the Registrant and ACI
    Communications Holdings, Inc. (incorporated by reference to
    Exhibit 4.1 to the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended September 30, 2003).4
.5

1% Convertible Debenture
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed October 9, 2003).4
.6

Form of Common Stock Purchase
    Agreement (incorporated by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K,
    filed with the SEC on October 9, 2003).4
.7

Registration Rights Agreement,
    dated as of October 2, 2003, by and among the Registrant
    and the signatories thereto (incorporated by reference to
    Exhibit 4.3 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on October 9, 2003).4
.8

Registration Rights Agreement,
    dated as of April 16, 2004, by and among the Registrant and
    the signatories thereto (incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on May 20, 2004).4
.9

Registration Agreement dated as of
    November 12, 2004, between the Registrant and Peter Simons
    (incorporated by reference to Exhibit 4.3 to Registration
    Statement on
    Form S-3
    (File
    No. 333-121951)
    filed by the Registrant on January 11, 2005).4
.10

Common Stock Purchase Warrant to
    purchase up to 160,000 shares of the Registrant Common
    Stock issued to Peter Simons (incorporated by reference to
    Exhibit 4.4 to Registration Statement on
    Form S-3
    (File
    No. 333-121951)
    filed by the Registrant on January 11, 2005).4
.11

Amended and Restated
    10% Convertible Debenture issued by the Registrant for the
    benefit of Peter Simons dated effective September 15, 2006
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on October 17, 2005).4
.12

Common Stock Purchase Warrant to
    purchase up to 650,000 shares of the Registrants
    Common Stock issued to Peter Simons (incorporated by reference
    to Exhibit 4.2 to the Registrants Current Report on
    Form 8-K
    filed with the SEC on October 17, 2005).4
.13

Registration Agreement, dated as
    of September 15, 2005, between the Registrant and Peter
    Simons (incorporated by reference to Exhibit 4.3 the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on October 17, 2005).




---



##### Table of Contents



ExhibitNumber

Description of Document4
.14

Convertible Debenture issued by
    the Registrant for the benefit of Crescent International Ltd.
    dated June 17, 2005 (incorporated by reference to
    Exhibit 4.2 to the Registrants Current Report on
    Form 8-K
    filed with the SEC on June 22, 2005).4
.15

Short-Term Common Stock Purchase
    Warrant to purchase up to 407,926 shares of the
    Registrants Common Stock issued to Crescent International
    Ltd. (incorporated by reference to Exhibit 4.3 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 22, 2005).4
.16

Long-Term Common Stock Purchase
    Warrant to purchase up to 471,154 shares of the
    Registrants Common Stock issued to Crescent International
    Ltd. (incorporated by reference to Exhibit 4.4 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 22, 2005).4
.17

Registration Rights Agreement,
    dated as of June 17, 2005, by and between the Registrant
    and Crescent International Ltd. (incorporated by reference to
    Exhibit 4.5 to the Registrants Current Report on
    Form 8-K
    filed with the SEC on June 22, 2005).4
.18

Form of Common Stock Purchase
    Warrant (incorporated by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 21, 2005).4
.19

Form of Common Stock Purchase
    Warrant (incorporated by reference to Exhibit 4.3 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 21, 2005).4
.20

Registration Rights Agreement,
    dated June 16, 2005, by and among the Registrant and the
    signatories thereto (incorporated by reference to
    Exhibit 4.4 to the Registrants Current Report on
    Form 8-K
    filed with the SEC on June 21, 2005).4
.21

Amendment to Convertible Debenture
    issued by the Registrant for the benefit of Crescent
    International Ltd. dated March 9, 2006 (incorporated by
    reference to Exhibit 4.1 to the Registrants Current
    Report on
    Form 8-K
    filed with the SEC on March 20, 2006).4
.22

Rights Agreement, dated
    July 24, 2003, by and between the Registrant and Corporate
    Stock Transfer (incorporated by reference to Exhibit 4.1 to
    the Registrants Current Report on
    Form 8-K,
    filed with the SEC on July 25, 2003).4
.23

Amendment No. 1 to Rights
    Agreement, dated December 29, 2006, by and between the
    Registrant and American Stock Transfer & Trust
    (incorporated by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K,
    filed with the SEC on January 5, 2007).4
.24

Stock Purchase Warrant issued on
    December 29, 2006 by and between the Registrant to the
    benefit of Hyundai Syscomm Corp. (incorporated by reference to
    Exhibit 4.3 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on January 5, 2007).4
.25

Registration Rights Agreement,
    dated December 29, 2006, by and between the Registrant and
    Hyundai Syscomm Corp. (incorporated by reference to
    Exhibit 4.4 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on January 5, 2007).10
.1

Amended and Restated 2000 Stock
    Option Plan (incorporated by reference to Exhibit 99.1 to
    the Registrants Registration Statement on
    Form S-8
    (File
    No. 333-102840)).10
.2

Form of Incentive Stock Option
    Agreement (incorporated by reference to Exhibit 10.2 to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2003).10
.3

Lease Agreement dated as of
    November 18, 1997, by and between Allstate Dataworks, LLC
    and 5301 Hollister, L.P. (incorporated by reference to
    Exhibit 10.6 to the Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.4

Second Addendum to Lease Contract
    dated as of October 28, 2000, by and between US Dataworks,
    Inc., a Delaware corporation, and 5301 Hollister, L.P.
    (incorporated by reference to Exhibit 10.7 to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.5

Fourth Amendment to Lease
    Agreement dated as of May 14, 2002 by and between the
    Registrant and MLCV Hollister LP. (incorporated by reference to
    Exhibit 10.8 to the Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.6

Form of Warrant Agreement between
    the Registrant and each of Messrs. Cooper, Shapiro,
    Stepanik and Villarreal (incorporated by reference to
    Exhibit 10.11 to the Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.7

Form of Warrant Agreement.
    (incorporated by reference to Exhibit 10.13 to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).




---



##### Table of Contents



ExhibitNumber

Description of Document10
.8

Form of Convertible Promissory
    Note (incorporated by reference to Exhibit 10.14 to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.9

Warrant Agreement for Common Stock
    of Sonicport, Inc. dated as of January 21, 2002, by and
    between the Registrant and Red Rock Bridge Fund, L.L.C.
    (incorporated by reference to Exhibit 10.15 to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.10

Convertible Secured Promissory
    Note dated as of January 21, 2002, by and between the
    Registrant and Red Rock Bridge Fund, L.L.C. (incorporated by
    reference to Exhibit 10.16 to the Registrants Annual
    Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.11

Form of Promissory Note between
    the Registrant and each of David Baeza and Stanton Dodson.
    (incorporated by reference to Exhibit 10.18 to the
    Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2002).10
.12

Form of Stock Option Agreement
    (incorporated by reference to Exhibit 99.1 to the
    Registrants Registration Statement on
    Form S  8 (File
    No. 333-102842)).10
.13

Form of Director Stock Option
    Agreement (incorporated by reference to Exhibit 10.13 to
    the Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 2003).10
.14

Note and Warrant Purchase
    Agreement by and among the Registrant, Charles E. Ramey and
    LaJolla Cove LA Investors, Inc., dated June 6, 2003
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.15

Form of Warrant Agreement between
    the Registrant and La Jolla Cove LA Investors, Inc.
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.16

Convertible Debenture and Warrant
    Agreement dated June 30, 2003 by and between the Registrant
    and Societe Financiere Privee, S.A. (incorporated by reference
    to Exhibit 10.3 to the Registrants Quarterly Report
    on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.17

Warrant Agreement dated
    June 30, 2003 between the Registrant and Societe Financiere
    Privee, S.A. (incorporated by reference to Exhibit 10.4 to
    the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.18

Warrant Agreement dated
    July 10, 2003 between the Registrant and Charles E. Ramey
    (incorporated by reference to Exhibit 10.5 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.19

Subordinated Convertible Note and
    Warrant Agreement dated July 10, 2003 between the
    Registrant and Charles E. Ramey (incorporated by reference to
    Exhibit 10.6 to the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.20

Venison Warrant Agreement dated
    June 25, 2003 between the Registrant and Barry Venison
    (incorporated by reference to Exhibit 10.7 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.21

Voting Agreement dated
    June 30, 2003 between the Registrant and Societe Financiere
    Privee, S.A. (incorporated by reference to Exhibit 10.8 to
    the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.22

Form of 8% Subordinated
    Promissory Note dated June 6, 2003 between the Registrant
    and La Jolla Cove Investors, Inc. (incorporated by
    reference to Exhibit 10.9 to the Registrants
    Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.23

5% Convertible Debenture
    between the Registrant and Societe Financiere Privee, S.A.
    (incorporated by reference to Exhibit 10.10 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.24

Convertible Subordinated
    Promissory Note dated July 10, 2003 between the Registrant
    and Charles Ramey. (incorporated by reference to
    Exhibit 10.11 to the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.25

8% Convertible Promissory
    Note between the Registrant and Barry Venison. (incorporated by
    reference to Exhibit 10.12 to the Registrants
    Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).




---



##### Table of Contents



ExhibitNumber

Description of Document10
.26

Form of Note and Warrant
    Conversion Agreement dated June 25, 2003 between the
    Registrant and Barry Venison, Brad Friedel, John Barnes and
    Darren Ridge (incorporated by reference to Exhibit 10.13 to
    the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.27

Form of replacement Warrant
    Agreement between the Registrant and each of Barry Venison, Brad
    Friedel, John Barnes and Darren Ridge. (incorporated by
    reference to Exhibit 10.14 to the Registrants
    Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.28

Promissory Note dated
    December 31, 2002 between the Registrant and ACI
    Communications holdings, Inc. f/k/a/ AllState Communications,
    Inc. . (incorporated by reference to Exhibit 10.15 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.29

Amendment No. 1 to Settlement
    Agreement dated December 31, 2002 between the Registrant,
    Frank Montelione, Russel Leventhal, ACI Communications Holdings,
    Inc. f/k/a/AllState Communications, Inc. (incorporated by
    reference to Exhibit 10.16 to the Registrants
    Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.30

Security Agreement dated
    December 31, 2002 between the Registrant and ACI
    Communications Holdings, Inc. f/k/a/ AllState Communications
    Inc. (incorporated by reference to Exhibit 10.17 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.31

Nonstatutory Stock Option
    Agreement dated May 21, 2003 between the Registrant and
    Mario Villarreal. (incorporated by reference to
    Exhibit 10.18 to the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.32

Nonstatutory Stock Option
    Agreement dated May 21, 2003 between the Registrant and
    Terry E. Stepanik. (incorporated by reference to
    Exhibit 10.19 to the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2003).10
.33

Employment Agreement dated
    April 2, 2003 between the Registrant and Terry Stepanik
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly report on
    Form 10-QSB
    for the quarter ended September 30, 2003).10
.34

Employment Agreement dated
    April 2, 2003 between the Registrant and Mario Villarreal
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Quarterly report on
    Form 10-QSB
    for the quarter ended September 30, 2003).10
.35

Employment Agreement dated
    May 13, 2003 between the Registrant and Charles E. Ramey
    (incorporated by reference to Exhibit 10.3 to the
    Registrants Quarterly report on
    Form 10-QSB
    for the quarter ended September 30, 2003).10
.36

Employment Agreement dated
    April 2, 2003 between the Registrant and John J. Figone
    (incorporated by reference to Exhibit 10.4 to the
    Registrants Quarterly report on
    Form 10-QSB
    for the quarter ended September 30, 2003).10
.37

Form of Nonstatutory Stock Option
    Agreement (incorporated by reference to Exhibit 10.6 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended September 30, 2003).10
.38

Common Stock Purchase and Warrant
    Agreement dated September 30, 2003 between the Registrant
    and ACI Communications Holdings, Inc. (incorporated by reference
    to Exhibit 10.7 to the Registrants Quarterly Report
    on
    Form 10-QSB
    for the quarter ended September 30, 2003).10
.39

Form of Common Stock Purchase and
    Warrant Agreement between the Registrant and ACI Communications
    Holdings, Inc. (incorporated by reference to Exhibit 10.8
    to the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended September 30, 2003).10
.40

Advisory Agreement dated
    June 6, 2003 between the Registrant and Merriman Curhan
    Ford & Co. (incorporated by reference to
    Exhibit 10.9 to the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended September 30, 2003).10
.41

Advisory Agreement dated
    July 2, 2003 between the Registrant and Merriman Curhan
    Ford & Co. (incorporated by reference to
    Exhibit 10.42 to the Registrants Registration
    Statement on
    Form SB-2/A
    filed November 26, 2003 (File
    No. 333-108536)).10
.42

Common Stock Purchase and Warrant
    Agreement dated as of October 2, 2003 between the
    Registrant and the signatories thereto (incorporated by
    reference to Exhibit 99.1 to the Registrants Current
    Report on
    Form 8-K
    filed October 9, 2003).




---



##### Table of Contents



ExhibitNumber

Description of Document10
.43

Convertible Debenture and Warrant
    Agreement dated as of October 2, 2003 between the
    Registrant and John Winfield IRA (incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed October 9, 2003).10
.44

Securities Purchase Agreement,
    dated as of April 16, 2004, by and among the Registrant and
    the signatories thereto (incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on May 20, 2004).10
.45

Form of Series A Common Stock
    Purchase Warrant (incorporated by reference to Exhibit 99.2
    to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on May 20, 2004).10
.46

Form of Series B Common Stock
    Purchase Warrant (incorporated by reference to Exhibit 99.3
    to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on May 20, 2004).10
.47

Settlement & Release
    Agreement, dated as of April 26, 2004, by and between the
    Registrant and Icon Investors, Ltd. (incorporated by reference
    to Exhibit 99.4 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on May 20, 2004).10
.48

Additional Compensation Agreement
    made and effective as of April 12, 2004, by and between the
    Company and John S. Reiland (incorporated by reference to
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended June 30, 2004).10
.49

Settlement Agreement and Mutual
    Release dated November 12, 2004, by and between the
    Registrant and Peter Simons (incorporated by reference to
    Exhibit 99.1 to Registration Statement on
    Form S-3
    (File
    No. 333-121951)
    filed by the Registrant on January 11, 2005).10
.50

Amended Warrants Agreement dated
    December 6, 2004 (incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on December 8, 2004).10
.51

First Amendment to Amended
    Warrants Agreement dated December 9, 2004 (incorporated by
    reference to Exhibit 99.1 to the Registrants Current
    Report on
    Form 8-K,
    filed with the SEC on December 13, 2004).10
.52

Schedule Number 1 to Master
    License Agreement, dated July 22, 2005, by and between the
    Registrant and American Express Travel Related Services Company
    (incorporated by reference to Exhibit 10.4 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended September 30, 2007).10
.53

Master License Agreement,
    effective as of October 15, 1999, by and between the
    Registrant and American Express Travel Related Services Company
    (incorporated by reference to Exhibit 10.5 to the
    Registrants Quarterly Report on
    Form 10-QSB
    for the quarter ended September 30, 2007).10
.54

Amendment Agreement, dated as of
    December 28, 2006, by and between the Registrant and
    Crescent International Ltd. (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 29, 2006).10
.55

Stock Purchase Agreement, dated
    December 29, 2006, by and between the Registrant and
    Hyundai Syscomm Corp. (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on January 5, 2007).10
.56

First Amendment to the Stock
    Purchase Agreement and the Escrow Agreement, dated
    February 13, 2007, by and between the Company and Hyundai
    Syscomm Corp. (incorporated by reference to Exhibit 10.1 to
    the Registrants Current Report on
    Form 8-K,
    filed with the SEC on February 20, 2007).10
.57

Second Amendment to the Stock
    Purchase Agreement and the Escrow Agreement, dated
    March 22, 2007, by and between the Company and Hyundai
    Syscomm Corp.10
.58

Software Integration and Resale
    Agreement, dated December 29, 2006, by and between the
    Registrant and Hyundai Syscomm Corp. (incorporated by reference
    to Exhibit 10.2 to the Registrants Current Report on
    Form 8-K,
    filed with the SEC on January 5, 2007).23
.1

Consent of Independent Registered
    Public Accounting Firm.24
.1

Power of Attorney (included on
    signature page).31
.1

Section 302 Certification of
    Chief Executive Officer.31
.2

Section 302 Certification of
    Chief Financial Officer or person performing similar functions.32
.1

Section 906 Certification of
    Chief Executive Officer.32
.2

Section 906 Certification of
    Chief Financial Officer or person performing similar functions.     
    
    Indicates management contract or compensatory plan or
    arrangement.