As a result of certain actions we took in connection with our voluntary delisting from NASDAQ, we received a NASDAQ Staff Deficiency Letter on March 20, 2009 indicating that we now fail to comply with the audit committee requirements set forth in Marketplace Rule 4350(d)(2), which requires a listed company to have an audit committee composed of at least three independent directors.

The deficiency results from our plan, as a cost-savings measure, to delist our stock from NASDAQ and deregister under the Securities Exchange Act, such that we will no longer file public statements with the SEC. Since we will no longer be a reporting company to the SEC, we decided to reduce the size of our Board of Directors. As a result of those resignations which were announced in early March, we had only one remaining audit committee member, David Walsh, and we were not in compliance with the Marketplace Rule 4350(d)(2), referred to above.

On March 27, 2009, we issued a press release about our receipt of the NASDAQ Staff Deficiency Letter. The full text of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The information in the press release is not to be deemed "filed" for purposes of the Securities Exchange Act of 1934 and is not incorporated by reference in any registration statement under the Securities Act of 1933.

(d) Exhibits

Exhibit
 Number                             Description of Exhibit
  99.1     Press Release regarding Notice of Non-Compliance with NASDAQ Marketplace
           Rule 4350, as a result of voluntary delisting from the NASDAQ, issued on
           March 27, 2009 (furnished herewith).