UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): May 28, 2006

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                           CIRCLE GROUP HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

         Illinois                         000-27841               22-3768777
(State or other jurisdiction of    (Commission file number)   (I.R.S. employer
 incorporation or organization)                              identification no.)

         1011 Campus Drive Mundelein, IL                    60060
      (Address of principal executive offices)            (Zip code)

       Registrant's telephone number, including area code: (847) 549-6002


                                 Not Applicable
          (Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


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Item 1.02 Termination of a Material Definitive Agreement.


     As of May 28,  2006,  the  November  23,  2005  Letter  of  Agreement  (the
"Agreement")  between  Circle Group  Holdings,  Inc. (the  "Company") and George
Foreman Enterprises, Inc. ("GFME") was terminated following the Company's notice
to GFME that GFME is in  breach  and  expiration  of GFME's  right to cure.  The
Company  has held GFME in  breach of the  covenant  to enter  into a  definitive
agreement with respect to the subject matter of the Letter Agreement.




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                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


Date: May 31, 2006


                                        CIRCLE GROUP HOLDINGS, INC.


                                        By: /s/ Greg Halpern
                                        --------------------
                                        Name: Greg Halpern
                                        Title: CEO




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