UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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~~February ~~(Date~~23, of2009 ~~earliest event reported) June~~(February 2810, ~~2006~~ 2009)

~~ENIGMA SOFTWARE~~Date ~~GROUP,~~of ~~INC.~~Report (Date of earliest event reported)

CITY LOAN, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		33-08070-LA	20-2675930
Nevada	000-50561	20-2675930
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(~~Commission~~IRS ~~File~~Employer ~~Number~~Identification No.)	~~(IRS Employer Identification No.)~~

23431 ~~Stamford~~Cherry ~~Landing~~Avenue, ~~Suite~~Long ~~100~~Beach, ~~Stamford,~~CA ~~CT 06902~~90807

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (Zip Code)

Registrant’s telephone number, including area code: (~~888~~800) ~~360~~ 398-~~0646~~6657

(Former Name or Former Address if Changed Since Last Report)

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 1.01. Entry into a Material Definitive Agreement.

OnCity ~~June 28~~Loan, ~~2006, Enigma Software Group,~~ Inc., ~~a Delaware corporation~~ (the “Company”)~~, entered~~ ~~into~~accepted ~~a Subscription Agreement (~~the ~~“Subscription~~resignation ~~Agreement”)~~of ~~with Dutchess~~William ~~Private Equities Fund~~Atkinson, ~~LP and Dutchess Private Equities Fund, II, LP (collectively,~~ the ~~“Holder”), and immediately closed the transaction pursuant to~~ ~~which the~~ Company’s ~~issued~~Chief ~~secured~~Executive ~~debentures~~Officer, ~~convertible~~effective ~~into~~February ~~shares of common stock of the Company~~17, ~~in the principal amount of one million dollars ($1,000,000) (the “Debentures”)~~2009. The ~~Holder funded five hundred thousand dollars ($500,000) to the~~ Company ~~upon the initial closing and the Holder will fund~~ an additional five hundred thousand dollars ($500,000) to the Company immediately prior to the filing of registration statement covering the shares of common stock underlying the Debentures with the Securities and Exchange Commission. The Debentures bear interest at 12% per annum and are due in June of 2011. The Company also entered into a ~~Registration~~severance ~~Rights~~agreement ~~Agreement~~ with ~~the~~Mr. ~~Holder, whereby the Company agreed to register the shares of Common Stock issuable pursuant to the conversion of the Debentures~~Atkinson.

~~The~~Pursuant ~~Debentures~~to ~~are~~the ~~convertible~~terms ~~into shares~~ of ~~Common~~Mr. ~~Stock~~Atkinson’s ofseverance ~~the~~agreement, ~~Company~~William atR. ~~the~~Atkinson and ~~lesser~~Associates, ofInc. ~~seven~~(“WRAA”, ~~cents~~and ($together with Mr.07 Atkinson, the “Atkinson Parties”), orwhich ~~seventy-five~~provided ~~percent~~the ~~(75%)~~services of ~~the~~Mr. ~~lowest~~Atkinson, shall receive a one-time ~~closing~~cash ~~bid~~severance ~~price~~payment of $3,000.00. Further, pursuant to the severance ~~Common~~agreement, ~~Stock~~the ~~during~~Atkinson Parties and the ~~twenty~~Company ~~(20)~~agreed ~~trading~~to ~~days~~mutual ~~immediately~~releases ~~preceding~~of aany ~~notice~~and ofall ~~conversion~~claims, whether known or unknown, that they may now have, have ever had, or may ever have against each other.

~~Item~~A copy of 3Mr.~~02. Unregistered Sales~~ ofAtkinson’s ~~Equity~~severance ~~Securities~~agreement is filed as Exhibit 10.1.

~~See~~ Item 1.0102 ~~above~~Termination ~~and~~of ~~5.03~~a ~~below~~Material Definitive Agreement.

See Item 51.~~03. Amendments to~~01 ~~Articles~~for ofadditional ~~Incorporation or Bylaws; Change in Fiscal Year~~information.

~~On June 29,~~Item ~~2006, the Company filed a Certificate of Designation with the Secretary of the State of Delaware~~5.02 ~~The~~Departure ~~Certificate~~ of ~~Designation~~Directors provided for a single series of Series A Convertible Preferred Stock, par value $.001 per share (the “Series A Preferred Stock”). The number of authorized shares constituting the Series A Preferred Stock is 10,000,000 shares. The Series A Preferred Stock was issued as part of the Debentures to the Executive Chairman and the CEO in exchange for all of the shares of Common Stock that they own. The purpose of this exchange was to provide anti-dilution protection to the Company’s management team up to eight-five percent (85%), in light of the potential dilutive effect upon conversion of the Debentures. The Series A Preferred Stock automatically converts into Common Stock upon the repayment or ~~conversion~~Certain inOfficers; ~~full~~Election of ~~the~~Directors; ~~Debentures.~~Appointment ~~The Series A Preferred Stock does not have any preference with respect to the Common Stock~~ of ~~the Company.~~ ~~The~~Certain ~~shares of Series A Preferred~~Officers; ~~Stock~~Compensatory ~~vote on an~~Arrangements ~~as converted basis with the shares~~ of ~~Common~~Certain ~~Stock~~Officers.

The Company accepted the resignation of Mr. Atkinson, effective February 17, 2009. See Items 1.01 and 1.02 for additional information.

On February 20, 2009, the Company terminated the employment of Mr. David Burke, the Company’s Chief Financial Officer.

On February 17, 2009 the Company appointed Mr. Frederick Cary to serve as the Company’s interim Chief Financial Officer and interim Chief Executive Officer.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are provided as part of this Report.

Exhibit Number		Exhibit
4.1		Certificate of Designation of Series A Convertible Preferred Stock, filed June 29, 2006.
10.1		Severance Agreement between City Loan Inc. and William Atkinson and William R. Atkinson and Associates, Inc., dated February10, 2009.
10.1		Subscription Agreement, dated June 28, 2006, by and among Enigma Software Group, Inc., Dutchess Private Equities Fund, LP and Dutchess Private Equities Fund, II, LP.
10.2		Debenture Registration Rights Agreement, dated June 28, 2006, by and among Enigma Software Group, Inc., Dutchess Private Equities Fund, LP and Dutchess Private Equities Fund, II, LP.
10.3		Debenture Agreement, dated June 28, 2006, by and among Enigma Software Group, Inc., Dutchess Private Equities Fund, LP and Dutchess Private Equities Fund, II, LP.
10.4		Share Exchange Agreement, dated June 28, 2006, among Enigma Software Group, Inc., Colorado Stark and Alvin Estevez.

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SIGNATURE

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~~ duly authorized.

	ENIGMA SOFTWARE GROUP, INC.
	City Loan, Inc.
Date: June 30, 2006	By:	/s/ Alvin Estevez
Date: February 23, 2009	By:	/s/ Frederick Cary
		Alvin Estevez
		Frederick Cary
		President and Chief Executive Officer
		Interim CEO and CFO

By: /s/ Colorado Stark Colorado Stark Executive Chairman

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EXHIBIT INDEX

Exhibit Number		~~Description~~Exhibit
4.1		Certificate of Designation of Series A Preferred Stock, filed June 29, 2006.
10.1		Severance Agreement between City Loan Inc. and William Atkinson and William R. Atkinson and Associates, Inc., dated February 10, 2009.
10.1		Subscription Agreement, dated June 28, 2006, by and among Enigma Software Group, Inc., Dutchess Private Equities Fund, LP and Dutchess Private Equities Fund, II, LP.
10.2		Debenture Registration Rights Agreement, dated June 28, 2006, by and among Enigma Software Group, Inc., Dutchess Private Equities Fund, LP and Dutchess Private Equities Fund, II, LP.
10.3		Debenture Agreement, dated June 28, 2006, by and among Enigma Software Group, Inc., Dutchess Private Equities Fund, LP and Dutchess Private Equities Fund, II, LP.

10.4 Share Exchange Agreement, dated June 28, 2006, among Enigma Software Group, Inc., Colorado Stark and Alvin Estevez.

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