Item 3.01   Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On November 10, 2005, the Company received a Nasdaq Staff Deficiency Letter from the Nasdaq Listing Qualifications Department indicating that based on the Company’s Form 10-Q for the period ended September 24, 2005, the Company does not comply with Nasdaq Marketplace Rule 4310(c)(2)(B), which requires listed companies to have a minimum of $2,500,000 in stockholders’ equity, or $35,000,000 market value of listed securities, or net income of $500,000 from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years.  Nasdaq Staff determined that the Company’s stockholder equity, market value of listed securities, and reported net losses were below the minimum requirements.  The Company was advised in the Staff Deficiency Letter that Nasdaq Staff is reviewing the Company’s eligibility for continued listing on The Nasdaq Capital Market.  The Company was given until November 25, 2005 to provide a specific plan, including the time frame for completion of the plan, to achieve and sustain compliance with all Nasdaq Capital Market listing requirements.  Nasdaq Staff will contact the Company after reviewing the plan and notify the Company if Nasdaq Staff has any questions regarding the plan.  If the Nasdaq Staff ultimately determines that the Company’s plan does not adequately address the issues noted, it will provide the Company with a written notification that its securities will be delisted.  At that point the Company could appeal Nasdaq Staff’s decision to a Nasdaq Listing Qualification Panel.  Such appeal would stay the delisting.   

The Company is in the process of formulating a plan to attempt to achieve compliance with the  listing requirements and remain eligible for continued listing, which may include as a principal element, increasing stockholders’ equity above the minimum required level.  The Company intends to proceed promptly to attempt to successfully implement such plan and to work cooperatively with Nasdaq Staff towards that end.  However, there can be no assurance that any such plan will in fact be effectuated and that the Company’s present listing will be able to be maintained.

Reference to the Nasdaq letter is included in the Company’s press release dated November 15, 2005, attached hereto as Exhibit 99.1.  A copy of the Nasdaq Staff Deficiency Letter is attached hereto as Exhibit 99.2.

Item 9.01.   Financial Statement and Exhibits

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