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

On February 26, 2009, the Exchange Qualifications Panel (the "Panel") of NYSE Alternext US LLC (the "Exchange") denied the Company's appeal of the determination of the Listing Qualifications staff, and affirmed the Staff's determination to delist the common stock and common stock warrants of the Company. Specifically, the Exchange staff determined that the Company was not in compliance with Section 1009(d) of the Company Guide relating to shareholder equity.

The Exchange will strike the common stock and common stock warrants from the Alternext Exchange before trading commences on March 9, 2009.

The Company will seek to list its common stock on the OTC Bulletin Board.

Item 8.01 Other Events

On February 19, 2009 the Company issued two press release in connection with its retention of DME Capital to head investor relations and our expanded affiliation with a major Medical Center, copies of which has been filed herewith.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release - XELR8 Holdings Loses Appeal at NYSE Alternext

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