================================================================================ 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 22, 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) (866) 401-5969 (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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On February 22, 2006, Meir Zucker resigned as President and Chief Executive Officer of TraceGuard Technologies, Inc., effective immediately. Mr. Zucker cited personal reasons for his resignation. TraceGuard board of directors is hereby formally extending its appreciation to Mr. Zucker for his efforts on behalf of the Company and wishes him success in the future. At a meeting of the Board of Directors of TraceGuard Technologies, Inc., held on February 23, 2006, Dr. Ehud Ganani, the current Chairman of the Board of Directors, was appointed as the Chief Executive Officer and President of the Company. 1 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 23, 2006 By: /s/ David Ben-Yair ----------------------------------- Name: David Ben-Yair Title: Chief Financial Officer 2