ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing
On December 11, 2008, the Company received a notice from NYSE Alternext US
LLC (the "Exchange") stating that a review of the Company's 10-Q for the quarter
ended September 30, 2008, indicated the Company was not in compliance with
certain provision of the Exchange's Company Guide (the "Company Guide"), namely
Section 1003(a)(i), with stockholders' equity of less than $2,000,000 and losses
from continuing operations and net losses in two out of its three most recent
fiscal years; 1003(a)(ii), with stockholders' equity of less than $4,000,000 and
losses from continuing operations and net losses in three out of its four most
recent fiscal years; 1003(a)(iii), with stockholders' equity of less than
$6,000,000 and losses from continuing operations and net losses in its five most
recent fiscal years; and 1003(a)(iv) in that it has sustained losses which are
so substantial in relation to its overall operations or its existing financial
resources, or its financial condition has become so impaired that it appears
questionable, in the opinion of the Exchange, as to whether it will be able to
continue operations and/or meet its obligations as they mature.
In order for the Company to maintain its listing on the Exchange, it must
submit a plan by December 26, 2008 addressing how it intends to regain
compliance with Section 1003(a)(iv) of the Company Guide by March 11, 2009, and
Sections 1003(a)(i), 1003(a)(ii), and 1003(a)(iii) by June 11, 2010 (the
"Plan"). This Plan is to include specific milestones, quarterly financial
projections, and details related to any strategic initiatives the Company plans
to complete. If the Company does not submit a plan or if it is not accepted by
the Exchange, the Company will be subject to delisting Procedures.
The Exchange also stated that due to the low selling price of the Company's
stock, pursuant to Section 1003(f)(v) of the Company Guide, a reverse stock
split is advised. The Exchange may consider suspending dealings in, or removing
from the list, the Company's common stock if the reverse stock split is not
completed within a reasonable amount of time.