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                                  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))

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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.


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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 23, 2006                By:  /s/ David Ben-Yair
                                             -----------------------------------
                                             Name:  David Ben-Yair
                                             Title: Chief Financial Officer


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