Item. 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On November 14, 2007, Mr. Frank Fabio resigned as the Company's Interim Chief
Financial Officer and Secretary; Mr. Fabio resigned in order to devote more time
to his other endeavors and not as a result of any disagreement between himself
and the Company.
The Company's Board of Directors appointed Mr. Frank Menzler, the Company's
President and Chief Executive Officer, as its Interim Chief Financial Officer.
N/A.
Item 7.01 Regulation FD Disclosure
Except for the historical information presented in this document, the matters
discussed in this Form 8-K, or otherwise incorporated by reference into this
document, contain "forward-looking statements" (as such term is defined in the
Private Securities Litigation Reform Act of 1995). These statements are
identified by the use of forward-looking terminology such as "believes",
"plans", "intend", "scheduled", "potential", "continue", "estimates", "hopes",
"goal", "objective", expects", "may", "will", "should" or "anticipates" or the
negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties. The safe harbor
provisions of Section 21E of the Securities Exchange Act of 1934, as amended,
and Section 27A of the Securities Act of 1933, as amended, apply to
forward-looking statements made by the Company. The reader is cautioned that no
statements contained in this Form 8-K should be construed as a guarantee or
assurance of future performance or results. These forward-looking statements
involve risks and uncertainties, including those identified within this Form
8-K. The actual results that the Company achieves may differ materially from any
forward-looking statements due to such risks and uncertainties. These
forward-looking statements are based on current expectations, and the Company
assumes no obligation to update this information. Readers are urged to carefully
review and consider the various disclosures made by the Company in this Form 8-K
and in the Company's other reports filed with the Securities and Exchange
Commission that attempt to advise interested parties of the risks and factors
that may affect the Company's business.
Note: Information in this report furnished pursuant to Item 7 shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section.
The information in this current report shall not be incorporated by reference
into any registration statement pursuant to the Securities Act of 1933, as
amended. The furnishing of the information in this current report is not
intended to, and does not, constitute a representation that such furnishing is
required by Regulation FD or that the information this current report contains
is material investor information that is not otherwise publicly available.