Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective on January 16, 2009, Yakov Seroussi, Pat Phelan and Jenny Callicott resigned from their respective positions as members of the Registrant's Board of Directors and as an officers and employees of the Registrant.

Mr. Phelan's resignation follows the previously announced rescission of the Company's acquisition of 2,000,000 shares of common stock of Cubic Telecom, a mobile telephone provider organized under the laws of Ireland. Mr. Phelan is a co-founder and Chief Executive of Cubic Telecom. The Company has also ceased all business operations due to a lack of sufficient operating capital.

Mr. Thaler will remain on the board temporarily and has assumed the position of Acting President. Mr. Thaler intends to seek a new board member(s) to explore other opportunities to provide some value to the shareholders. The Board has positioned the Company as a shell company to be used s as a vehicle for the acquisition of an operating business. The Company does not have any specific merger, stock exchange, asset acquisition, reorganization or other business combination under consideration or contemplation and has not, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction.