ITEM 1.02. Termination of a Material Definitive Agreement.

On November 4, 2005, the Company reported on Form 8-K that it had entered into a Services Agreement (the CFO Agreement) with Karen Rosolowski, a copy of which was filed as Exhibit 10.2 to that filing. Pursuant to the CFO Agreement, Ms. Rosolowski was to serve as Chief Financial Officer of the Company on a part time basis but was to become a full time employee at some point in the future. On January 13, 2006, the Company received Ms. Rosolowskis resignation, which was accepted by the Company on January 18, 2006. As a result, the CFO Agreement has been terminated by Ms. Rosolowski pursuant to Section 6 contained therein.

ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 13, 2006, Ms. Karen Rosolowski resigned as the Chief Financial Officer of the Company effective immediately.

Mr. Alex Lightman, the Chief Executive Officer and Chairman of the Board of the Company, will act as the Principal Financial Officer until such time as a suitable replacement can be found.