Winsonic Digital - a) The Company announced that it is in...

Winsonic Digital - Recent Material Event

Item 1.01(a) is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosures contained in Item 1.01 are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

a) The Company announced that it is in discussions with Tap It, Inc. (“Tap It”), a Delaware corporation, with respect to a potential acquisition of Tap It by the Company. To date, discussions have been exploratory in nature only, and no binding agreement has been entered into with respect to the potential acquisition. Therefore, there can be no assurance that this acquisition will be consummated. The Company will continue to consider the best interests of its shareholders in continuing to explore this opportunity.

Tap It is a privately-owned, Atlanta-based interactive media company that equips radio stations with patent-pending technology and processes for their own interactive entertainment site. These “ready-to-launch” sites provide means for radio stations to remain relevant and competitive in the digital entertainment era and provide a resource for generating non-traditional revenue. With just a few keystrokes, Tap It arms radio stations with a fully-functioning online entertainment site which can supplement on-air broadcasts.

On October 22, 2007, the Company issued a press release regarding the potential acquisition of Tap It, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

b) Winsonic Diversity, LLC (“Winsonic Diversity”), which is 49% owned by the Company, announced that it is in preliminary negotiations with Colonel McCrary Trucking, LLC (“Colonel McCrary”), a Georgia limited liability company, regarding the acquisition of Colonel McCrary by Winsonic McCrary, LLC, a newly-created Georgia limited liability company and wholly-owned subsidiary of Winsonic Diversity. Winsonic Diversity and Colonel McCrary are currently in the process of negotiating a definitive asset purchase agreement. However, there can be no assurance when or if a definitive agreement will be entered into nor can there be any assurance that this acquisition will be consummated. Winsonic Diversity will continue to consider the best interests of its shareholders in continuing to explore this opportunity.

Colonel McCrary is a privately-owned, Atlanta-based dirt and gravel hauling company that also manufactures and supplies crushed stone to construction sites. Colonel McCrary’s provides hauling services through teaming with small dump truck companies. Colonel McCrary brings together a team with technology and management to deliver a complete support program to small trucking companies and its customers.

On October 22, 2007, the Company issued a press release regarding the potential acquisition of Colonel McCrary by Winsonic Diversity, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

4.1	6% Convertible Subordinated Promissory Note dated October 12, 2007

4.2	Warrant to purchase shares of the Company’s Common Stock dated October 12, 2007

10.1	Settlement Agreement and Mutual Release dated October 5, 2007, by and between Company and Nana Yalley

10.2	Consent Order dated October 4, 2007, by and between Company and Crowne Office Suites, Inc.

99.1	Press Release dated October 22, 2007

99.2	Press Release dated October 22, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.