Item 8.01 Other Events.

The Company is currently in a dispute with its largest customer over the payment of significant monies which the Company believes are owed to it. The customer's refusal to pay such monies has contributed to a shortfall in the operating cash available to the Company to continue operations. Accordingly, on January 30, 2008, the Company shut down its operations as a first step to winding down its business, which will occur if the Company is not able to secure payment of the monies believed to be owed and/or new financing. The Company continues to explore potential financing opportunities and is also pursuing legal recourse against the customer. The Company would intend to resume operations if it can obtain financing or payment of the monies believed to be owed in a timely manner. Without such financing or the payment of monies believed to be owed, however, the Company will continue its plan to wind down the business.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

None

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