UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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): February 2, 2006

                          TRACEGUARD TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)



           Nevada                 000-50329                    98-0370398
(State or Other Jurisdiction   (Commission File             (I.R.S. Employer
       of Incorporation)            Number)              Identification Number)

            330 Madison Avenue, 9th Floor, New York, New York 10017
              (Address of principal executive offices) (zip code)

                                (972) 545 331 221
              (Registrant's telephone number, including area code)

                                   Copies to:
                             Gregory Sichenzia, Esq.
                              Yoel Goldfeder, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

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))




ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS.

      On February 2, 2006, the Board of Directors of TraceGuard Technologies,
Inc. (the "Company") approved a change in its fiscal year to December 31 from
March 31. The Company will have a nine month transition period for the period
from April 1, 2005 through December 31, 2006 and the results of this transition
period will be reported on Form 10-KSB.


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                                   SIGNATURES

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

                                        TRACEGUARD TECHNOLOGIES, INC.


Dated: February 2, 2006                 By: /s/ Meir H. Zucker
                                            ------------------------------------
                                            Name:  Meir H. Zucker
                                            Title: Chief Executive Officer and
                                                   President


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