On April 6, 2006, Schimatic Cash Transactions Network.com, Inc., a Florida corporation (the “Company”), and Phoenix Technology Holding Incorporated, a Turks and Caicos Islands company (“Phoenix”), entered into an exclusive License Agreement (the “Agreement”), which provides for Phoenix’s use, reproduction, manufacture, distribution, sale, and otherwise commercial exploitation of the Company’s patented loyalty technology (the “Technology”).

In exchange for the exclusive use of the Technology pursuant to the Agreement, Phoenix agreed to pay the Company, on a quarterly basis, a percentage of its revenues received related to sublicensing of the Technology, professional services, Core Development, Customization, Hosting and Helpdesk, and revenues received relating to any transactions otherwise utilizing the Technology. Further, Phoenix agreed to assume a certain portion of the Company’s then existing debt.

The foregoing description of the Agreement is qualified in its entirety by the full text of the Agreement.

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 hereunto duly authorized.