This report includes forward-looking statements as the term is defined in the Private Securities Litigation Reform Act of 1995 or by the U.S. Securities and Exchange Commission ("SEC") in its rules, regulations and releases, regarding, among other things, all statements other than statements of historical facts contained in this report, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations. The words "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "could," "target," "potential," "is likely," "will," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions described in "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC ("Annual Report") and elsewhere in this report. In addition, our past results of operations do not necessarily indicate our future results.

Other sections of this report may include additional factors which could adversely affect our business and financial performance. Moreover, the third-party logistics services business and the battery and related power accessory supply and distribution business are highly competitive and rapidly changing. New risk factors emerge from time to time and it is not possible for us to anticipate all the relevant risks to our business, and we cannot assess the impact of all such risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ materially from those contained in any forward-looking statements. Those factors include, among others, those matters disclosed as Risk Factors in our Annual Report.

Except as otherwise required by applicable laws and regulations, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described in our Annual Report, whether as a result of new information, future events, changed circumstances or any other reason. Neither the Private Securities Litigation Reform Act of 1995 nor Section 27A of the Securities Act of 1933 provides any protection to us for statements made in this report. You should not rely upon forward-looking statements as predictions of future events or performance. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Overview

The first quarter of 2009 was a challenging one for us. Our chief executive officer, Randy Hardin, resigned. In addition, the recession certainly had an impact as revenues were down 6% compared to the comparable 2008 period. On the other hand, there were a number of positive developments in the quarter:

º Gross profit margin increased 2.7% from 15.2% in the first quarter of 2008 to 17.9% in the first quarter of 2009.

º Although we reported a net operating loss of $1.2 million in the first quarter of 2009 compared to net operating income of $1.2 million in the first quarter of 2008, the loss was attributable to settlement expenses of $2.5 million incurred in the first quarter of 2009. These charges relate to the settlement agreement that we entered into with Randy Hardin in connection with his resignation and with the agreement we entered into with our principal independent sourcing agent in connection with the termination of our relationship with him. Excluding settlement charges, our operating income was slightly more than $1.3 million, an increase of approximately $150,000 over net operating income for the first quarter of 2008.

The following table reconciles GAAP Operating Income, as reported, to Non-GAAP operating income. We believe that NON-GAAP operating income, which is generally operating income less costs related to settlement agreements, represents our operating efficiency. Non-GAAP operating income, which is a non-GAAP financial measure, should not be considered an alternative to, or more meaningful than, net income prepared on a GAAP basis. Additionally, Non-GAAP operating income may not be comparable to similar metrics used by others in the industry.

                          Financial Summary (Non-GAAP)
                                  (unaudited)

                                                              Three Months Ended March 31,
                                                              2009                     2008

GAAP TO NON-GAAP RECONCILIATION
Operating expenses                                     $      3,634,890          $   3,300,161
Settlement expenses                                           2,529,345                      -
Total operating expenses                                      6,164,235              3,300,161
Operating income (loss)                                $     (1,206,471 )        $   1,173,897

NON-GAAP measures to exclude settlement
expenses from operating
 expenses
NON-GAAP operating expenses                            $      3,634,890          $   3,300,161
NON-GAAP operating income                              $      1,322,874          $   1,173,897

º We combined our expertise in portable power products and accessories under a licensing agreement with Eveready Battery Company, Inc., a division of Energizer Holdings, Inc., to develop, market and sell Energizer-branded automotive battery chargers and maintainers, power inverters and automotive jumpstarters. Early this year, we introduced concept models at the Consumer Electronics Show in Las Vegas, Nevada. This partnership adds another well-known brand to our strong roster of relationships.

º In February, we launched our Adventure Power® series at the International Powersports Dealer Expo in Indianapolis, a complete line of batteries designed for motorcycles, scooters, ATVs, personal watercrafts, snowmobiles, and American V-Twins. This line is a further extension of our battery and power accessory product offerings that we believe will allow for greater penetration into the power sports and recreational market.

Results of Operations

The following table compares our statement of operations data for the three months ended March 31, 2009 and 2008. The trends suggested by this table may not be indicative of future operating results, which will depend on various factors including the nature of revenues (sales of batteries and other power accessory products versus logistics or value added services) and the relative mix of products sold (batteries versus other power supply products), which can vary from quarter to quarter, as well as the state of the general economy. In addition, our operating results in future periods may also be affected by acquisitions.

                                                Three months ended March 31,
                                         2009                                 2008
                                Amount         Percentage             Amount           Percentage
                                                 (dollars in thousands)
Net sales                    $   27,689          100.0 %          $       29,524          100.0 %
Cost of sales                    22,731           82.1 %                  25,050           84.8 %
Gross profit                      4,958           17.9 %                   4,474           15.2 %
Operating expenses                3,635           13.1 %                   3,300           11.2 %
Settlement expenses               2,529            9.1 %                       -              0 %
Total operating
expenses                          6,164           22.3 %                   3,300           11.2 %
Operating income
(loss)                           (1,206 )         (4.4 %)                  1,174            4.0 %
Interest expense, net              (248 )         (0.9 %)                   (254 )         (0.9 %)
Income (loss) before
provision for
 income taxes                    (1,454 )         (5.3 %)                    920            3.1 %
Provision for income
taxes                              (295 )         (1.1 %)                   (363 )         (1.2 %)
Net income (loss)            $   (1,749 )         (6.3 %)         $          557            1.9 %

For the three months ended March 31, 2009 and 2008

For the three month period ended March 31, 2009, we had consolidated sales of $27.7 million compared to $29.5 million for 2008, a decrease of $1.8 million or 6.2%. Sales to Brinks Home Security and its authorized dealers were $12.5 million compared to $13.5 million in 2008, a decrease of 7.0% . As most of this business relates to residential security systems, we attribute this decrease to the overall slowdown in the growth of residential construction. Sales to customers other than Brinks Home Security and its authorized dealers decreased to $15.1 million in 2009 from $16.0 million in 2008, or 5.6%, which reflects the slowdown in the general economy.

Cost of sales

For the three month period ended March 31, 2009, our cost of sales decreased to $22.7 million compared to $25.1 million for 2008, a decrease of $2.3 million, or 9.3% . Cost of sales as a percentage of sales decreased to 82.1% compared to 84.8% for 2008 as a result of a larger sales volume on certain products in our core business which offset a decrease in sales to Brinks and its authorized dealers as well as cost decreases on raw materials in the first quarter 2009.

Operating expenses

For the three month period ended March 31, 2009, our operating expenses, consisting of selling, general and administrative expenses as well as depreciation and amortization expenses, increased by approximately $0.3 million, or 10.1%, compared to the first quarter of 2008. Of this increase, $0.05 million is attributable to the cost of acquiring Monarch, $0.16 million is attributable to operating expenses for Monarch and $0.09 million is attributable to increased marketing expenses.

In the first quarter of 2009, we entered into a settlement agreement with our former chief executive officer relating to his resignation as an officer and director. In addition, we entered into an agreement with our former principal independent sourcing agent cancelling our relationship with such agent. The total amount due under both agreements is $3.1 million. Of this amount, $0.5 million of the settlement with the sourcing agent was applied to an existing payable balance related to prior year inventory purchases, an aggregate of $2.5 million was expensed as settlement expense in the first quarter of 2009 and an aggregate of $0.1 million will be expensed as interest over the term of the agreements. The payments due to the former chief executive officer are payable over a two-year period beginning in January 2009 and the payments to the former sourcing agent are due over a three-year period beginning in March 2009. Except for the interest expense, which will be amortized over the respective terms of the agreements, we do not expect to incur any additional costs in connection with these settlement agreements.

Interest expense

Our interest expense totaled approximately $248,000 for the three month period ended March 31, 2009 compared to $254,000 for 2008, a decrease of approximately $7,000. The average outstanding loan balance on the line of credit for the 2009 and 2008 periods was $16.3 million and $10.8 million, respectively, and the weighted average interest rates during the two periods was 3.99% and 5.22%, respectively.

Income taxes

Our effective tax rate was higher than expected for the three month period ended March 31, 2009 as a result of recording a valuation allowance of $0.8 million on a portion of our deferred tax asset related to stock based compensation. The valuation allowance was established to reduce the deferred tax asset to the amount expected to be realized.

We had cash and cash equivalents of approximately $0.5 million and $0.5 million at March 31, 2009 and, 2008, respectively.

We have a $30 million line of credit with Compass Bank which matures on July 5, 2012. The facility bears interest at LIBOR Index Rate plus a sliding range from 1.25% to 2.50% based on quarterly covenant performance. At March 31, 2009 that rate was 2.45%. The line of credit is due on demand and is secured by accounts receivable, inventories, and equipment. The line's availability is based on a borrowing formula which allows for borrowings equal to 85% of our eligible accounts receivable and a percentage of eligible inventory. In addition, we must maintain certain financial covenants including ratios on funded debt to EBITDA, as well as a fixed charge ratio. At March 31, 2009, approximately $17.2 million was outstanding under the line of credit and approximately $3.5 million remained available for borrowings under the line of credit based on the borrowing formula. As of March 31, 2009, we were in default of the loan agreement with Compass Bank as a result of our failure to satisfy certain financial covenants. This failure is attributable to the fact that we incurred charges of approximately $2.5 million in the first quarter of 2009 relating to the separation agreements with our former chief executive officer and independent sourcing agent. Compass Bank has waived the events of default at March 31, 2009 and intends to amend the covenant requirements with respect to the financial impact of these two events such that we may be in compliance commencing with the quarter ending June 30, 2009.

For the three-month period ended March 31, 2009, net cash used in operating activities was approximately $2.3 million compared to a nominal amount provided in operating activities for the three month period ended March 31, 2008. The net cash used in operating activities is due primarily to net loss of approximately $1.7 million and a decrease in accounts payable of approximately $5.9 million, offset by a decrease of approximately $2.3 million in inventories and $0.2 million in income tax receivable, accrued settlement expenses of $2.5 million, non-cash charges for depreciation, amortization, provision for bad debts and obsolete inventory, deferred taxes and stock-based compensation totaling approximately $0.4 million, and an increase of approximately $0.3 million in accrued liabilities.

Cash used in investing activities for the three month period ended March 31, 2009 was approximately $17,000 compared to cash used of $70,000 for the period ended March 31, 2008. The cash used was for purchases of property and equipment as well as the purchase of the Monarch assets, offset by the change in restricted cash previously set aside for the acquisition.

Net cash provided by financing activities for the three month period ended March 31, 2009 was approximately $2.5 million compared to cash used of $0.1 million for the similar period in 2008. The net cash provided by financing activities for 2009 included approximately $2.8 million in net borrowings on our line of credit and a $0.4 million reduction in our notes payable to Zunicom, Inc.

We believe that cash provided by operations and cash available under our line of credit will be sufficient to meet our operational needs over the next year.