UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 8-K/A

Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

            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))

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Item 1.01        Entry into a Material Definitive Agreement

          On June 2, 2006, we received a signed copy of a Securities Purchase Agreement (the “Agreement”) with La Jolla Cove Investors, Inc. (“La Jolla”).  Under the terms of the Agreement, in exchange for a warrant premium of $50,000, we issued to La Jolla warrants to purchase up to 20,000,000 shares of our Class A common stock (the “Warrant Shares”).

          On June 12, 2006, we received a signed copy of that certain Addendum to Warrant to Purchase Common Stock dated June 12, 2006.  Under the terms of this Addendum, the number of Warrant Shares is hereby increased to 50,000,000. 

          Beginning on the date that a registration statement becomes effective that registers the Warrant Shares, La Jolla will exercise the Warrant, pay the Exercise Price to us, and acquire the Warrant Shares at a rate of at least One Million Two Hundred Fifty Thousand (1,250,000) of the Warrant Shares per week, to continue for forty (40) consecutive weeks until all of the Warrants Shares have been purchased by La Jolla.

Item 3.02        Unregistered Sale of Equity Securities

          On June 2, 2006, we received a signed copy of a Securities Purchase Agreement (the “Agreement”) with La Jolla Cove Investors, Inc. (“La Jolla”).  Under the terms of the Agreement, in exchange for a warrant premium of $50,000, we issued to La Jolla warrants to purchase up to 20,000,000 shares of our Class A common stock (the “Warrant Shares”).  On June 12, 2006, we received a signed copy of that certain Addendum to Warrant to Purchase Common Stock dated June 12, 2006.  Under the terms of this Addendum, the number of Warrant Shares is hereby increased to 50,000,000.  The issuance of the Warrants was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was accredited.

EXHIBITS

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