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): March 29, 2006
                           --------------------------

                            AFG ENTERPRISES USA, INC.
             (Exact Name of Registrant as Specified in its Charter)
                           --------------------------

         Nevada                        000-28515                 84-1249735
(State or Other Jurisdiction of  (Commission File Number)    (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

            181 Wells Avenue, Suite 100, Newton, Massachusetts 02459
               (Address of Principal Executive Offices) (Zip Code)

                                 (617) 928-6001
                         (Registrant's telephone number,
                              including area code)

           73-595 El Paseo, Suite 2204, Palm Desert, California 92660
          (Former Name or Former Address, if Changed Since Last Report)

                                   Copies to:
                             Allen Z. Sussman, Esq.
                             Morrison & Foerster LLP
                              555 West Fifth Street
                              Los Angeles, CA 90013
                              Phone: (213) 892-5200
                               Fax: (213) 892-5454
                           --------------------------

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))

<PAGE>

Item 1.01   Entry into a Material Definitive Agreement

CAP(SM) Financing - Private Placement of Notes and Warrants

On March 29, 2006, AFG Enterprises USA, Inc., a Nevada corporation (the
"Company"), entered into a Securities Purchase Agreement (the "Purchase
Agreement") with each of the investors listed on the Schedule of Buyers attached
thereto (the "Buyers"), pursuant to which the Buyers agreed to purchase (i) the
Company's Senior Secured Nonconvertible Notes due 2011 (the "Nonconvertible
Notes") in an aggregate principal amount of $50,000,000, which Nonconvertible
Notes may be exchanged for Senior Secured Convertible Notes due 2011 (the
"Convertible Notes", and together with the Nonconvertible Notes, the "Notes") or
redeemed under certain circumstances, and which Convertible Notes are
convertible into shares of the Company's common stock (the "Conversion Shares");
and (ii) warrants (the "Warrants") to acquire in the aggregate up to 6,875,000
shares of Company common stock in such amounts set forth opposite each Buyer's
name in the Schedule of Buyers attached to the Purchase Agreement (the "Warrant
Shares"), exercisable from the earlier of six months after issuance or the
Threshold Acquisition Date (as such term is defined in the Indenture, described
below) until March 29, 2011 at an exercise price equal to the lower of $8.00 and
125% of the per share price of the Company's common stock to be sold in a new
private placement transaction which the Company intends to complete within six
months. The purchase and sale of the Notes and Warrants was consummated on March
29, 2006.

On March 29, 2006, the Company also entered into a Registration Rights Agreement
("Registration Rights Agreement") with the Buyers, whereby the Company agreed to
provide certain registration rights in respect of the Conversion Shares and the
Warrant Shares under the Securities Act of 1933 and the rules and regulations
promulgated thereunder, and applicable state securities laws.

Pursuant to the terms of an Indenture dated as of March 29, 2006 (the
"Indenture") executed by the Company, as Issuer, and The Bank of New York, as
Trustee (in such capacity, the "Trustee"), the Company issued the Nonconvertible
Notes to the Buyers. Under the terms of the Indenture and the Escrow Agreement
dated as of March 29, 2006 (the "Escrow Agreement") between the Company and the
Trustee, ninety-five percent of the proceeds of the Nonconvertible Notes were
paid into an interest-bearing account (the "Escrow Account") maintained by the
Escrow Agent for the benefit of the holders of the Nonconvertible Notes (the
"Nonconvertible Holders").

While any Nonconvertible Notes are outstanding, the Company may propose to
consummate a business combination transaction in which the Company will acquire
by merger, securities purchase, asset purchase or otherwise, a majority of the
assets or equity of another entity for a purchase price of at least $15,000,000,
and each Nonconvertible Holders may vote to approve such transaction. Approval
of a business combination transaction requires the affirmative vote of holders
of at least 75% of the principal amount of outstanding Nonconvertible Notes. The
amount funded from the Escrow Account must be (i) at least 50% of the amount
required for an approved business combination transaction (including purchase
price, fees and expenses of the transaction and additional working capital
requirements of the Company), unless the available amount from the Escrow
Account at such time is less than 50% of the amount required, in which case such
amount shall equal the available amount, and (ii) at least $15 million. A pro
rata amount of the principal amount of the Nonconvertible Notes of each
Nonconvertible Holder voting in favor of such business combination transaction
will be exchanged for Convertible Notes, and an amount equal to the total
principal amount of such exchanged Nonconvertible Notes will be released from
the Escrow Account and used to consummate such business combination transaction.

                                       1
<PAGE>

The indebtedness evidenced by the Notes is senior secured indebtedness of the
Company, and ranks superior to the Company's other indebtedness. As security for
the Company's obligations under the Indenture, the Company and FP Technology
Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the
Company ("FPT"), have each executed (i) a Security Agreement dated as of March
29, 2006 (the "Security Agreement"), pursuant to which the Company and FPT
granted a security interest in all assets of the Company and FPT in favor of the
Trustee, in its capacity as collateral agent for the Nonconvertible Holders and
the holders of the Convertible Notes under the Indenture (in such capacity, the
"Collateral Agent"), and (ii) a Pledge Agreement dated as of March 29, 2006,
pursuant to which the Company pledged its interest in FPT in favor of the
Collateral Agent. FPT has executed a separate Guaranty dated as of March 29,
2006 in favor of the Collateral Agent ("Guaranty").

Terms of the Notes

The following are certain additional material terms of the Notes (capitalized
terms used but not defined in this discussion have the meanings ascribed to such
terms in the Indenture):

1.    Interest  Rate.  Interest  on the Notes  accrues  at a rate equal to the
      greater  of (A) 4.51% and (B) the three  month  U.S.  Treasury  Rate (as
      reported  on   Bloomberg).   The   applicable   Interest  Rate  will  be
      determined for each quarterly  interest  period on the first Trading Day
      of such  period.  Interest on the Notes will accrue from the most recent
      date to which  interest has been paid,  or if no interest has been paid,
      from  March 29 2006,  until  the  Principal  Amount is paid or duly made
      available for payment.

2.    Redemption  Right of the Holder.  Upon the  consummation  of an Approved
      Business Combination Transaction,  the Company will automatically redeem
      the  Business  Combination  Pro Rata  Transaction  Amount of  Holders of
      Nonconvertible  Notes voting  against the applicable  Approval  Business
      Combination  Transaction  and if a Holder  votes  against  all  Approved
      Business Combination  Transactions,  thirty-one days after the Threshold
      Acquisition  Date,  the  remaining  outstanding  amount of such Holder's
      Note.

3.    Redemption  by the Company at the Option of the  Holder.  Subject to the
      terms  and  conditions  of  the  Indenture,   the  Company  will  become
      obligated,  at the  option of the  Holder,  (i) to redeem the Notes upon
      the request of such  Holder  after the failure by the Company to achieve
      the  numbers  of  subscribers   required  by  Section  10.17(b)  of  the
      Indenture in any two  consecutive  fiscal  quarters,  (ii) to redeem the
      Notes  upon the  request  of such  Holder at any time after the 18 month
      anniversary of the original issuance of the Nonconvertible  Notes, (iii)
      in connection  with the Holder's making an Additional  Contribution,  or
      (iv) if the Company  does not raise at least  $7,000,000  in  additional
      capital  pursuant to an equity offering within six months of the initial
      issuance of the Notes at the Optional  Redemption Price, (which Optional
      Redemption Price will be paid in cash).

4.    Repurchase  by  the  Company  at  the  Option  of  the  Holder  Upon  a
      Fundamental  Change.   Subject  to  the  terms  and  conditions  of  the
      Indenture,  the  Company  will  become  obligated,  at the option of the
      Holder,  to  repurchase  such  Holder's  Notes if a  Fundamental  Change
      occurs  at any time  prior to the  Stated  Maturity  at the  Fundamental
      Change Repurchase  Price,  (which  Fundamental  Change Repurchase Price,
      excluding  the  Make-Whole  Premium,  will  be paid in  cash,  plus  any
      Make-Whole Premium required by the terms of the Indenture).

5.    Withdrawal of Fundamental Change Repurchase Notice. Holders have the right
      to withdraw, in whole or in part, any Fundamental Change Repurchase
      Notice, by delivering to the Paying Agent a written notice of withdrawal
      in accordance with the provisions of the Indenture.

                                       2
<PAGE>

6.    Payment of Redemption  Price and Fundamental  Change  Repurchase  Price.
      If cash  sufficient to pay the Redemption  Price or  Fundamental  Change
      Repurchase  Price as the case may be, of all Notes or  portions  thereof
      to be redeemed or repurchased  on a Redemption  Date or on a Fundamental
      Change,  as the case may be, is  deposited  with the Paying Agent on the
      Trading Day  preceding the  Redemption  Date or the  Fundamental  Change
      Settlement  Date,  as the  case may be,  the  Notes  to be  redeemed  or
      repurchased  will cease to be  Outstanding  and interest and  Liquidated
      Damages,  if any,  will  cease to  accrue  on such  Notes  (or  portions
      thereof)  immediately  after such Redemption Date or Fundamental  Change
      Settlement  Date,  as the case may be, and the Holder  thereof will have
      no other rights as such (other than the right to receive the  Redemption
      Price or Fundamental  Change  Repurchase  Price as the case may be) upon
      surrender of such Note.

7.    Business  Combination  Transactions.  At any time after the date hereof,
      the Company may seek the  approval  of the  Nonconvertible  Holders to a
      Business  Combination  Proposal  by  delivering  a Business  Combination
      Notice to the Nonconvertible  Holders no earlier than sixty (60) Trading
      Days and no later than  twenty  (20)  Trading  Days prior to the date of
      the  Business  Combination  Vote.  The  record  date  for  any  Business
      Combination  Vote  will  be  such  date  as set by  the  Company  in the
      Business  Combination  Notice,  which will be at least five (5)  Trading
      Days  prior  to  the  date  of  such  Business   Combination  Vote.  The
      affirmative vote of Nonconvertible  Holders of at least 75% in aggregate
      Principal  Amount of the  Outstanding  Notes are required to approve any
      Business  Combination  Proposal.  Within ten (10) Trading Days following
      the consummation of such Business Combination  Transaction,  the Trustee
      will  deliver  a  notice  to  each  Nonconvertible  Holder  listing  the
      Available  Amount of the  Company  following  the  consummation  of such
      Business  Combination  Transaction and the Holder's Business Combination
      Transaction Pro Rata Amount of such Business Combination Transaction.

8.    Penalty for Failure to Consummate Business Combination. If Holders of at
      least 75% in aggregate Principal Amount of the Outstanding Nonconvertible
      Notes fail to vote in favor of a Business Combination Proposal, the
      Company will not be permitted to present any further Business Combination
      Proposals to the Holders for a thirty day period thereafter.

9.    Event of Default. If an Event of Default will occur and be continuing, the
      Principal Amount plus accrued and unpaid interest and Liquidated Damages,
      if any, through such date on all the Notes may be declared due and payable
      in the manner and with the effect provided in the Indenture.

The securities issued under the Purchase Agreement were not registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration under the Securities Act and applicable state
securities laws or an applicable exemption from those registration requirements.

The following agreements are attached as exhibits to this Report: (i) Purchase
Agreement; (ii) Indenture; (iii) Form of Global Note; (iv) Form of Warrants; (v)
Escrow Agreement; (vi) Security Agreement; (vii) Pledge Agreement; (viii)
Guaranty; (ix) Registration Rights Agreement; (x) and Account Control Agreement.

Agreements with Trident Growth Fund, LP

The Company completed its acquisition of FPT on March 29, 2006 (the "FPT
Acquisition"). In connection with the FPT Acquisition, on March 29, 2006 the
Company entered into a Master Amendment (the "Master Amendment"), by and among
the Company, FPT and Trident Growth Fund, L.P. ("Trident"). The Master Amendment
amended the operative documents entered into by FPT in September and November
2005 relating to certain financing transactions between FPT and Trident,
pursuant to which Trident provided an aggregate of $2,500,000 in debt financing
to FPT. The Master Amendment also added the Company as a party to certain of
these agreements, including the Debentures and Warrants. The Master Amendment is
attached as an exhibit to this Report.

                                       3
<PAGE>

The Master Amendment amended the following agreements (the "Trident Financing
Documents") and added the Company as a party to each of them, each of which is
attached as an exhibit to this Report: (i) Securities Purchase Agreement, dated
September 12, 2005, as amended by that First Amendment dated November 15, 2005;
(ii) 12% Senior Secured Convertible Debentures, dated September 13, 2005 and
November 15, 2005, in the aggregate initial principal amount of $2,500,000; and
(iii) Common Stock Purchase Warrants dated September 13, 2005 and November 15,
2005.

In addition, on March 29, 2006, the Company entered into an Intercreditor and
Subordination Agreement with FP and Trident (the "Subordination Agreement"),
pursuant to which Trident agreed to subordinate its rights under the Trident
Financing Documents, including a Security Agreement, dated September 13, 2005,
entered into between Trident and FPT (the "Security Agreement"), to the rights
of the Holders of the Notes. Each of the Subordination Agreement and Security
Agreement is attached hereto as an exhibit.

Private Placement of Common Stock

The Company was a party to a certain Credit Agreement, dated as of July 15, 2003
(the "Credit Agreement"), with Acclaim Financial Group Venture II, LLC ("AFGV")
pursuant to which the Company was indebted to AFGV in the approximate amount of
$313,421.44 as of March 29, 2006 (the "Claim"). On March 29, 2006, AFGV sold its
rights to the Claim to Benchmark Equity Group, Inc. ("BMEG"), which agreed with
the Company to cancel the Claim in full in exchange for 1,008,062 shares of
common stock of the Company to be issued to BMEG or its designees, pursuant to
an Exchange Agreement between the Company and BMEG (the "Exchange Agreement").
On March 29, 2006, the Company issued 1,008,062 shares of the Company's common
stock to BMEG and its designees pursuant to the Exchange Agreement. The Credit
Agreement and Exchange Agreement are attached as exhibits to this Report.

The foregoing descriptions of material agreements of the Company are summary
only and are qualified in their entirety by reference to the copies thereof
attached hereto as exhibits.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure set forth under Item 1.01 above, which is
incorporated herein by reference.

Item 3.02   Unregistered Sales of Equity Securities

Reference is made to the disclosure set forth under Item 1.01 above, which is
incorporated herein by reference.

Item 5.01   Changes in Control of Registrant.

Reference is made to the disclosure set forth under Item 1.01 above, which is
incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits

(d) Exhibit index.

                                       4
<PAGE>

    Exhibit No.      Description
    -----------      -----------
         99.1        Securities Purchase Agreement, dated as of March 29, 2006,
                     by and among AFG Enterprises USA, Inc. and the investors
                     listed on the Schedule of Buyers attached thereto
         99.2        Indenture, dated as of March 29, 2006, between AFG
                     Enterprises USA, Inc. and The Bank of New York
         99.3        Form of Global Senior Secured Nonconvertible Note Due
                     2011, dated as of March 29, 2006
         99.4        Form of Warrant, dated as of March 29, 2006
         99.5        Escrow  Agreement,  dated  as of  March  29,  2006,  by and
                     between The Bank of New York, as Escrow Agent, The Bank of
                     New York, as Collateral Agent, The Bank of New York, as
                     Trustee for the holders of certain notes of the Company
                     under the Indenture dated as of as of March 29, 2006 with
                     the Company, and the Company.
         99.6        Security Agreement, dated as of March 29, 2006, by AFG
                     Enterprises USA, Inc. and certain Guarantors in favor of
                     The Bank of New York in its capacity as collateral agent
                     for the Holders
         99.7        Pledge Agreement, dated as of March 29, 2006, made by
                     certain pledgors, in favor of The Bank of New York, in its
                     capacity as collateral agent
         99.8        Guaranty, dated as of March 29, 2006, made by FP Technology
                     Holdings, Inc. in favor of The Bank of New York, in its
                     capacity as collateral agent
         99.9        Registration Rights Agreement, dated as of March 29, 2006,
                     of AFG Enterprises USA, Inc.
         99.10       Account Control Agreement by and among AFG Enterprises USA
                     Inc. and The Bank of New York.
         99.11       Master Amendment, dated as of March 29, 2006, by and
                     between FP Technology Holdings, Inc., Trident Growth Fund,
                     L.P. and AFG Enterprises USA, Inc.
         99.12       Securities Purchase Agreement, dated as of September 12,
                     2005, by and among FP Technology Holdings, Inc. and
                     Trident Growth Fund, L.P.
         99.13       Form of 12% Senior Secured Convertible Debenture of FP
                     Technology Holdings, Inc. issued in initial principal
                     amounts of $2,500,000
         99.14       Form of Warrants issued to Trident Growth Fund, L.P.
         99.15       Intercreditor and Subordination Agreement, dated as of
                     March 29, 2006, by Trident Growth Fund, L.P., AFG
                     Enterprises USA, Inc. and FP Technology Holdings, Inc., in
                     favor of the holders of the Senior Indebtedness and The
                     Bank of New York, a New York corporation, as collateral
                     agent for the Senior Lenders
         99.16       Security Agreement, dated as of September 13, 2005, by and
                     among FP Technology holdings, Inc. and Trident Growth
                     Fund, L.P., and First Amendment thereto, dated as of
                     November 15, 2005.
         99.17       Credit Agreement, dated as of July 15, 2003, by and between
                     AFG Enterprises USA, Inc. and Acclaim Financial Group
                     Ventures II, LLC (incorporated by reference from Exhibit
                     10.11 to the Registrant's Annual Report on Form 10-K for
                     the fiscal year ended December 31, 2002, filed on April 20,
                     2005).
         99.18       Exchange Agreement, made as of March 29, 2006, by and
                     between AFG Enterprises USA, Inc. and Benchmark Equity
                     Group, Inc.
         99.19       Placement Agreement, dated as of November 3, 2005, by and
                     between FP Technology Holdings, inc. and Rodman & Renshaw,
                     LLC


                                       5
<PAGE>

                                   SIGNATURES

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

                                       Date: April 4, 2006


                                              AFG Enterprises USA, Inc.

                                       By:    /s/ Stephen Peary
                                              -------------------------------
                                              Stephen Peary
                                              Chief Financial Officer

                                       6
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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): March 29, 2006
                           --------------------------

                            AFG ENTERPRISES USA, INC.
             (Exact Name of Registrant as Specified in its Charter)
                           --------------------------

         Nevada                        000-28515                 84-1249735
(State or Other Jurisdiction of  (Commission File Number)    (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

            181 Wells Avenue, Suite 100, Newton, Massachusetts 02459
               (Address of Principal Executive Offices) (Zip Code)

                                 (617) 928-6001
                         (Registrant's telephone number,
                              including area code)

           73-595 El Paseo, Suite 2204, Palm Desert, California 92660
          (Former Name or Former Address, if Changed Since Last Report)

                                   Copies to:
                             Allen Z. Sussman, Esq.
                             Morrison & Foerster LLP
                              555 West Fifth Street
                              Los Angeles, CA 90013
                              Phone: (213) 892-5200
                               Fax: (213) 892-5454
                           --------------------------

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))
Item 1.01   Entry into a Material Definitive Agreement

CAP(SM) Financing - Private Placement of Notes and Warrants

On March 29, 2006, AFG Enterprises USA, Inc., a Nevada corporation (the
"Company"), entered into a Securities Purchase Agreement (the "Purchase
Agreement") with each of the investors listed on the Schedule of Buyers attached
thereto (the "Buyers"), pursuant to which the Buyers agreed to purchase (i) the
Company's Senior Secured Nonconvertible Notes due 2011 (the "Nonconvertible
Notes") in an aggregate principal amount of $50,000,000, which Nonconvertible
Notes may be exchanged for Senior Secured Convertible Notes due 2011 (the
"Convertible Notes", and together with the Nonconvertible Notes, the "Notes") or
redeemed under certain circumstances, and which Convertible Notes are
convertible into shares of the Company's common stock (the "Conversion Shares");
and (ii) warrants (the "Warrants") to acquire in the aggregate up to 6,875,000
shares of Company common stock in such amounts set forth opposite each Buyer's
name in the Schedule of Buyers attached to the Purchase Agreement (the "Warrant
Shares"), exercisable from the earlier of six months after issuance or the
Threshold Acquisition Date (as such term is defined in the Indenture, described
below) until March 29, 2011 at an exercise price equal to the lower of $8.00 and
125% of the per share price of the Company's common stock to be sold in a new
private placement transaction which the Company intends to complete within six
months. The purchase and sale of the Notes and Warrants was consummated on March
29, 2006.

On March 29, 2006, the Company also entered into a Registration Rights Agreement
("Registration Rights Agreement") with the Buyers, whereby the Company agreed to
provide certain registration rights in respect of the Conversion Shares and the
Warrant Shares under the Securities Act of 1933 and the rules and regulations
promulgated thereunder, and applicable state securities laws.

Pursuant to the terms of an Indenture dated as of March 29, 2006 (the
"Indenture") executed by the Company, as Issuer, and The Bank of New York, as
Trustee (in such capacity, the "Trustee"), the Company issued the Nonconvertible
Notes to the Buyers. Under the terms of the Indenture and the Escrow Agreement
dated as of March 29, 2006 (the "Escrow Agreement") between the Company and the
Trustee, ninety-five percent of the proceeds of the Nonconvertible Notes were
paid into an interest-bearing account (the "Escrow Account") maintained by the
Escrow Agent for the benefit of the holders of the Nonconvertible Notes (the
"Nonconvertible Holders").

While any Nonconvertible Notes are outstanding, the Company may propose to
consummate a business combination transaction in which the Company will acquire
by merger, securities purchase, asset purchase or otherwise, a majority of the
assets or equity of another entity for a purchase price of at least $15,000,000,
and each Nonconvertible Holders may vote to approve such transaction. Approval
of a business combination transaction requires the affirmative vote of holders
of at least 75% of the principal amount of outstanding Nonconvertible Notes. The
amount funded from the Escrow Account must be (i) at least 50% of the amount
required for an approved business combination transaction (including purchase
price, fees and expenses of the transaction and additional working capital
requirements of the Company), unless the available amount from the Escrow
Account at such time is less than 50% of the amount required, in which case such
amount shall equal the available amount, and (ii) at least $15 million. A pro
rata amount of the principal amount of the Nonconvertible Notes of each
Nonconvertible Holder voting in favor of such business combination transaction
will be exchanged for Convertible Notes, and an amount equal to the total
principal amount of such exchanged Nonconvertible Notes will be released from
the Escrow Account and used to consummate such business combination transaction.

                                       1
The indebtedness evidenced by the Notes is senior secured indebtedness of the
Company, and ranks superior to the Company's other indebtedness. As security for
the Company's obligations under the Indenture, the Company and FP Technology
Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the
Company ("FPT"), have each executed (i) a Security Agreement dated as of March
29, 2006 (the "Security Agreement"), pursuant to which the Company and FPT
granted a security interest in all assets of the Company and FPT in favor of the
Trustee, in its capacity as collateral agent for the Nonconvertible Holders and
the holders of the Convertible Notes under the Indenture (in such capacity, the
"Collateral Agent"), and (ii) a Pledge Agreement dated as of March 29, 2006,
pursuant to which the Company pledged its interest in FPT in favor of the
Collateral Agent. FPT has executed a separate Guaranty dated as of March 29,
2006 in favor of the Collateral Agent ("Guaranty").

Terms of the Notes

The following are certain additional material terms of the Notes (capitalized
terms used but not defined in this discussion have the meanings ascribed to such
terms in the Indenture):

1.    Interest  Rate.  Interest  on the Notes  accrues  at a rate equal to the
      greater  of (A) 4.51% and (B) the three  month  U.S.  Treasury  Rate (as
      reported  on   Bloomberg).   The   applicable   Interest  Rate  will  be
      determined for each quarterly  interest  period on the first Trading Day
      of such  period.  Interest on the Notes will accrue from the most recent
      date to which  interest has been paid,  or if no interest has been paid,
      from  March 29 2006,  until  the  Principal  Amount is paid or duly made
      available for payment.

2.    Redemption  Right of the Holder.  Upon the  consummation  of an Approved
      Business Combination Transaction,  the Company will automatically redeem
      the  Business  Combination  Pro Rata  Transaction  Amount of  Holders of
      Nonconvertible  Notes voting  against the applicable  Approval  Business
      Combination  Transaction  and if a Holder  votes  against  all  Approved
      Business Combination  Transactions,  thirty-one days after the Threshold
      Acquisition  Date,  the  remaining  outstanding  amount of such Holder's
      Note.

3.    Redemption  by the Company at the Option of the  Holder.  Subject to the
      terms  and  conditions  of  the  Indenture,   the  Company  will  become
      obligated,  at the  option of the  Holder,  (i) to redeem the Notes upon
      the request of such  Holder  after the failure by the Company to achieve
      the  numbers  of  subscribers   required  by  Section  10.17(b)  of  the
      Indenture in any two  consecutive  fiscal  quarters,  (ii) to redeem the
      Notes  upon the  request  of such  Holder at any time after the 18 month
      anniversary of the original issuance of the Nonconvertible  Notes, (iii)
      in connection  with the Holder's making an Additional  Contribution,  or
      (iv) if the Company  does not raise at least  $7,000,000  in  additional
      capital  pursuant to an equity offering within six months of the initial
      issuance of the Notes at the Optional  Redemption Price, (which Optional
      Redemption Price will be paid in cash).

4.    Repurchase  by  the  Company  at  the  Option  of  the  Holder  Upon  a
      Fundamental  Change.   Subject  to  the  terms  and  conditions  of  the
      Indenture,  the  Company  will  become  obligated,  at the option of the
      Holder,  to  repurchase  such  Holder's  Notes if a  Fundamental  Change
      occurs  at any time  prior to the  Stated  Maturity  at the  Fundamental
      Change Repurchase  Price,  (which  Fundamental  Change Repurchase Price,
      excluding  the  Make-Whole  Premium,  will  be paid in  cash,  plus  any
      Make-Whole Premium required by the terms of the Indenture).

5.    Withdrawal of Fundamental Change Repurchase Notice. Holders have the right
      to withdraw, in whole or in part, any Fundamental Change Repurchase
      Notice, by delivering to the Paying Agent a written notice of withdrawal
      in accordance with the provisions of the Indenture.

                                       2
6.    Payment of Redemption  Price and Fundamental  Change  Repurchase  Price.
      If cash  sufficient to pay the Redemption  Price or  Fundamental  Change
      Repurchase  Price as the case may be, of all Notes or  portions  thereof
      to be redeemed or repurchased  on a Redemption  Date or on a Fundamental
      Change,  as the case may be, is  deposited  with the Paying Agent on the
      Trading Day  preceding the  Redemption  Date or the  Fundamental  Change
      Settlement  Date,  as the  case may be,  the  Notes  to be  redeemed  or
      repurchased  will cease to be  Outstanding  and interest and  Liquidated
      Damages,  if any,  will  cease to  accrue  on such  Notes  (or  portions
      thereof)  immediately  after such Redemption Date or Fundamental  Change
      Settlement  Date,  as the case may be, and the Holder  thereof will have
      no other rights as such (other than the right to receive the  Redemption
      Price or Fundamental  Change  Repurchase  Price as the case may be) upon
      surrender of such Note.

7.    Business  Combination  Transactions.  At any time after the date hereof,
      the Company may seek the  approval  of the  Nonconvertible  Holders to a
      Business  Combination  Proposal  by  delivering  a Business  Combination
      Notice to the Nonconvertible  Holders no earlier than sixty (60) Trading
      Days and no later than  twenty  (20)  Trading  Days prior to the date of
      the  Business  Combination  Vote.  The  record  date  for  any  Business
      Combination  Vote  will  be  such  date  as set by  the  Company  in the
      Business  Combination  Notice,  which will be at least five (5)  Trading
      Days  prior  to  the  date  of  such  Business   Combination  Vote.  The
      affirmative vote of Nonconvertible  Holders of at least 75% in aggregate
      Principal  Amount of the  Outstanding  Notes are required to approve any
      Business  Combination  Proposal.  Within ten (10) Trading Days following
      the consummation of such Business Combination  Transaction,  the Trustee
      will  deliver  a  notice  to  each  Nonconvertible  Holder  listing  the
      Available  Amount of the  Company  following  the  consummation  of such
      Business  Combination  Transaction and the Holder's Business Combination
      Transaction Pro Rata Amount of such Business Combination Transaction.

8.    Penalty for Failure to Consummate Business Combination. If Holders of at
      least 75% in aggregate Principal Amount of the Outstanding Nonconvertible
      Notes fail to vote in favor of a Business Combination Proposal, the
      Company will not be permitted to present any further Business Combination
      Proposals to the Holders for a thirty day period thereafter.

9.    Event of Default. If an Event of Default will occur and be continuing, the
      Principal Amount plus accrued and unpaid interest and Liquidated Damages,
      if any, through such date on all the Notes may be declared due and payable
      in the manner and with the effect provided in the Indenture.

The securities issued under the Purchase Agreement were not registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration under the Securities Act and applicable state
securities laws or an applicable exemption from those registration requirements.

The following agreements are attached as exhibits to this Report: (i) Purchase
Agreement; (ii) Indenture; (iii) Form of Global Note; (iv) Form of Warrants; (v)
Escrow Agreement; (vi) Security Agreement; (vii) Pledge Agreement; (viii)
Guaranty; (ix) Registration Rights Agreement; (x) and Account Control Agreement.

Agreements with Trident Growth Fund, LP

The Company completed its acquisition of FPT on March 29, 2006 (the "FPT
Acquisition"). In connection with the FPT Acquisition, on March 29, 2006 the
Company entered into a Master Amendment (the "Master Amendment"), by and among
the Company, FPT and Trident Growth Fund, L.P. ("Trident"). The Master Amendment
amended the operative documents entered into by FPT in September and November
2005 relating to certain financing transactions between FPT and Trident,
pursuant to which Trident provided an aggregate of $2,500,000 in debt financing
to FPT. The Master Amendment also added the Company as a party to certain of
these agreements, including the Debentures and Warrants. The Master Amendment is
attached as an exhibit to this Report.

                                       3
The Master Amendment amended the following agreements (the "Trident Financing
Documents") and added the Company as a party to each of them, each of which is
attached as an exhibit to this Report: (i) Securities Purchase Agreement, dated
September 12, 2005, as amended by that First Amendment dated November 15, 2005;
(ii) 12% Senior Secured Convertible Debentures, dated September 13, 2005 and
November 15, 2005, in the aggregate initial principal amount of $2,500,000; and
(iii) Common Stock Purchase Warrants dated September 13, 2005 and November 15,
2005.

In addition, on March 29, 2006, the Company entered into an Intercreditor and
Subordination Agreement with FP and Trident (the "Subordination Agreement"),
pursuant to which Trident agreed to subordinate its rights under the Trident
Financing Documents, including a Security Agreement, dated September 13, 2005,
entered into between Trident and FPT (the "Security Agreement"), to the rights
of the Holders of the Notes. Each of the Subordination Agreement and Security
Agreement is attached hereto as an exhibit.

Private Placement of Common Stock

The Company was a party to a certain Credit Agreement, dated as of July 15, 2003
(the "Credit Agreement"), with Acclaim Financial Group Venture II, LLC ("AFGV")
pursuant to which the Company was indebted to AFGV in the approximate amount of
$313,421.44 as of March 29, 2006 (the "Claim"). On March 29, 2006, AFGV sold its
rights to the Claim to Benchmark Equity Group, Inc. ("BMEG"), which agreed with
the Company to cancel the Claim in full in exchange for 1,008,062 shares of
common stock of the Company to be issued to BMEG or its designees, pursuant to
an Exchange Agreement between the Company and BMEG (the "Exchange Agreement").
On March 29, 2006, the Company issued 1,008,062 shares of the Company's common
stock to BMEG and its designees pursuant to the Exchange Agreement. The Credit
Agreement and Exchange Agreement are attached as exhibits to this Report.

The foregoing descriptions of material agreements of the Company are summary
only and are qualified in their entirety by reference to the copies thereof
attached hereto as exhibits.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure set forth under Item 1.01 above, which is
incorporated herein by reference.

Item 3.02   Unregistered Sales of Equity Securities

Reference is made to the disclosure set forth under Item 1.01 above, which is
incorporated herein by reference.

Item 5.01   Changes in Control of Registrant.

Reference is made to the disclosure set forth under Item 1.01 above, which is
incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits

(d) Exhibit index.

                                       4
Exhibit No.      Description
    -----------      -----------
         99.1        Securities Purchase Agreement, dated as of March 29, 2006,
                     by and among AFG Enterprises USA, Inc. and the investors
                     listed on the Schedule of Buyers attached thereto
         99.2        Indenture, dated as of March 29, 2006, between AFG
                     Enterprises USA, Inc. and The Bank of New York
         99.3        Form of Global Senior Secured Nonconvertible Note Due
                     2011, dated as of March 29, 2006
         99.4        Form of Warrant, dated as of March 29, 2006
         99.5        Escrow  Agreement,  dated  as of  March  29,  2006,  by and
                     between The Bank of New York, as Escrow Agent, The Bank of
                     New York, as Collateral Agent, The Bank of New York, as
                     Trustee for the holders of certain notes of the Company
                     under the Indenture dated as of as of March 29, 2006 with
                     the Company, and the Company.
         99.6        Security Agreement, dated as of March 29, 2006, by AFG
                     Enterprises USA, Inc. and certain Guarantors in favor of
                     The Bank of New York in its capacity as collateral agent
                     for the Holders
         99.7        Pledge Agreement, dated as of March 29, 2006, made by
                     certain pledgors, in favor of The Bank of New York, in its
                     capacity as collateral agent
         99.8        Guaranty, dated as of March 29, 2006, made by FP Technology
                     Holdings, Inc. in favor of The Bank of New York, in its
                     capacity as collateral agent
         99.9        Registration Rights Agreement, dated as of March 29, 2006,
                     of AFG Enterprises USA, Inc.
         99.10       Account Control Agreement by and among AFG Enterprises USA
                     Inc. and The Bank of New York.
         99.11       Master Amendment, dated as of March 29, 2006, by and
                     between FP Technology Holdings, Inc., Trident Growth Fund,
                     L.P. and AFG Enterprises USA, Inc.
         99.12       Securities Purchase Agreement, dated as of September 12,
                     2005, by and among FP Technology Holdings, Inc. and
                     Trident Growth Fund, L.P.
         99.13       Form of 12% Senior Secured Convertible Debenture of FP
                     Technology Holdings, Inc. issued in initial principal
                     amounts of $2,500,000
         99.14       Form of Warrants issued to Trident Growth Fund, L.P.
         99.15       Intercreditor and Subordination Agreement, dated as of
                     March 29, 2006, by Trident Growth Fund, L.P., AFG
                     Enterprises USA, Inc. and FP Technology Holdings, Inc., in
                     favor of the holders of the Senior Indebtedness and The
                     Bank of New York, a New York corporation, as collateral
                     agent for the Senior Lenders
         99.16       Security Agreement, dated as of September 13, 2005, by and
                     among FP Technology holdings, Inc. and Trident Growth
                     Fund, L.P., and First Amendment thereto, dated as of
                     November 15, 2005.
         99.17       Credit Agreement, dated as of July 15, 2003, by and between
                     AFG Enterprises USA, Inc. and Acclaim Financial Group
                     Ventures II, LLC (incorporated by reference from Exhibit
                     10.11 to the Registrant's Annual Report on Form 10-K for
                     the fiscal year ended December 31, 2002, filed on April 20,
                     2005).
         99.18       Exchange Agreement, made as of March 29, 2006, by and
                     between AFG Enterprises USA, Inc. and Benchmark Equity
                     Group, Inc.
         99.19       Placement Agreement, dated as of November 3, 2005, by and
                     between FP Technology Holdings, inc. and Rodman & Renshaw,
                     LLC

                                       5
SIGNATURES

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

                                       Date: April 4, 2006

                                              AFG Enterprises USA, Inc.

                                       By:    /s/ Stephen Peary
                                              -------------------------------
                                              Stephen Peary
                                              Chief Financial Officer

                                       6