Date of Report (Date of earliest event reported): November 15, 2004

Registrant's telephone number, including area code: (888) 798-9200

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:

[ ] 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))

The Company previously announced in Forms 8-K filed with the Securities and Exchange Commission (the "Commission") on June 24, 2004, September 7, 2004, and October 22, 2204, as amended, that the Company had acquired, in a series of acquisitions, all of the outstanding capital stock of NBD Marketing, Inc., a California corporation ("NBD"), and SalesWare, Inc., a Nevada corporation ("SalesWare"), and has formed an acquisition subsidiary, xSellsys, Inc., a California corporation ("xSellsys"), to acquire substantially all of the assets and liabilities of CRM SalesWare, Inc., a California corporation ("CRM SalesWare", and together with NBD and its wholly-owned subsidiary Prospect Works, SalesWare, and CRM SalesWare, the "Acquired Companies") (collectively, the "Acquisitions"). On October 6, 2004, the Acquired Companies, William Noonan, Vincent Michael Keyes III, and Thomas Ketchum filed a complaint in Orange County Superior Court, Case No. 04CC00669 against the Company, Scott Absher, George LaFevre and Mark Absher (the Acquired Companies collectively with the Company, William Noonan, Vincent Michael Keyes III, Thomas Ketchum, Scott Absher, George LaFevre and Mark Absher, the "Parties") (the "Dispute").

On November 15, 2004, the Company entered into a Settlement and Mutual Release Agreement  ("Settlement Agreement") together with each of the other Parties to the Dispute whereby (i) the acquisition agreements by and among the Parties are rescinded including an asset purchase agreement and certain stock purchase agreements; (ii) certain assets owned by SalesTaxtix, Inc. and xSellsys are to be transferred to certain of the other Parties; (iii) certain trademarks and tradenames owned by certain of the Parties are to be transferred to CRM SalesWare; and (iv) certain outstanding shares of the Company owned by the Parties other than the Company are to be canceled. The Settlement Agreement essentially unwinds the Acquisitions and restores the Parties to their prior positions, as if the Acquisitions had never occurred. The Settlement Agreement also provides for non-solicitation covenants, protection of certain proprietary information and indemnification of the defendant Parties. A copy of the Settlement Agreement is attached as an Exhibit to this Report. Under the terms of the Settlement Agreement, the Dispute and underlying legal proceedings are to be dismissed.

The information above is qualified in its entirety by reference to the Settlement Agreement filed as an Exhibit to this Report.

(a) Financial Statements of Businesses Acquired.

        Not applicable.

(b) Pro Forma Financial Information

        Not applicable

(c) Exhibits.

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 hereunto duly authorized.