NOTE 3 -

GOING CONCERN

During the years ended September 30, 2013 and 2012, and since inception, the Company has experienced cash flow problems. From time-to-time, the Company has experienced difficulties meeting its obligations as they became due. As reflected in the accompanying consolidated financial statements, the Company incurred net losses from operations of approximately $2,864,000 for the year ended September 30, 2013 and had working capital deficit of approximately $930,000 for the year ended September 30, 2013. The Company also had an accumulated deficit of approximately $11,801,000 and a stockholders' deficit of approximately $941,000 at September 30, 2013.These matters raise substantial doubt about the Company's ability to continue as a going concern.

The Company is seeking strategic partners, distributors and authorized dealers that can assist in expanding the distribution of the AudioMate AM360 line of IP gateway devices. In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management is currently seeking funding from significant shareholders and outside funding sources sufficient to meet its minimal operating expenses.   However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue its existence.