UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) Of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~November~~May 307, ~~2005~~2007

Infe - Human Resources, Inc.

______________________________________________________________________________

(Exact name of registrant as specified in its chapter)

~~Nevada 000-27347 77-0481056~~NEVADA

~~(State or other jurisdiction Incorporated) (Commission File No.) (I.R.S Employer Identification No.)~~000-27347

58-2534003

__________________________________________________________________________________________

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

67 Wall Street, 22nd Floor, New York, NY 10005-3198

(Address of Principal Executive Offices Including Zip Code)

Registrant's telephone number, including area code: (212) 859-3466

______________________________________________________________________________

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (212) 246-2916

______________________________________________________________________________

(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 3.02. Unregistered Sales of Equity Securities.

~~Convertible~~ The ~~Note~~following ~~and~~sets ~~Stock~~forth ~~Purchase~~certain ~~Warrant~~sales ~~Financing~~of unregistered securities since the Company's last periodic report. These securities were issued without registration in reliance upon the exemption provided by Section 4(2) of the Securities Act of 1933 and/or Regulation D.

On ~~November~~May 308, ~~2005~~2007, ~~Infe-Human Resources, Inc. (~~the ~~“Company”)~~Board ~~entered~~of ~~into~~Directors aapproved ~~Securities~~the ~~Purchase~~issuance ~~Agreement~~of ~~with~~50,000 ~~various~~shares ~~investors~~of ~~pursuant~~its toSeries ~~which~~B ~~they~~Preferred ~~acquired~~Stock ~~convertible~~to ~~promissory~~Arthur ~~notes~~Viola, (the ~~"Convertible~~Chief ~~Notes")~~Executive inOfficer, ~~the~~director ~~aggregate~~and ~~principal~~10% ~~amount~~shareholder offor ~~$3,000,000,~~services ~~together~~rendered. The ~~with~~Company ~~Stock~~valued ~~Purchase Warrants (~~the ~~“Warrants”)~~Preferred toStock ~~acquire~~at 1$50,~~200,~~000 ~~shares of the Company’s common stock~~. ~~The~~This ~~Convertible~~issuance ~~Notes~~was ~~and~~intended ~~the~~to ~~Warrants~~be ~~may~~exempt befrom ~~collectively~~registration ~~referred~~under tosection ~~herein~~4(2) asof the “Securities” Act of 1933.

~~The~~Item ~~Convertible Notes are convertible at anytime prior to payment into shares of the Company's common stock at a rate based on the trading price of the Company’s common stock~~3. The Warrants are exercisable into shares of common stock at price of $1.50 per share. The conversion and exercise price of the Securities are subject to adjustment upon the occurrence of certain events, including with respect to stock splits or combinations03

~~The~~Material ~~Securities~~Modification were not registered under applicable securities laws and were sold in reliance on an exemption from such registration. Each of the investors is an "accredited investor" and the Company believes that the issuance and sale of the Convertible Notes qualified for an exemption from registration pursuant to ~~Section~~Rights ~~4(2)~~ of ~~the~~Security ~~Securities Act of 1933.~~ Holders

~~The~~On May 7, 2007, the Company isfiled ~~obligated~~Certificate ~~within~~of 30Designation, ~~days~~Preferences toand ~~register~~Rights ~~with~~of ~~the~~Series ~~Securities~~B ~~and~~Preferred ~~Exchange~~Stock ~~Commission~~with the ~~Securities. Furthermore,~~state ~~the~~of ~~Securities~~Nevada, ~~are~~which ~~subject~~certificate todesignates ~~certain~~50,000 ~~demand~~shares ~~and~~as ~~piggy-back~~Series ~~registration~~B ~~rights~~Preferred Stock.

~~Item~~Each ~~9.01~~share ~~Financial~~of ~~Statements~~series A convertible preferred stock entitles the holder thereof to 500 votes on all matters and ~~Exhibits~~the right to convert each share into 500 shares of common stock.

10Item 9.101. Financial Statements and Exhibits.

~~Securities Purchase Agreement~~---------- ----------------------------------

10 (d) Exhibits.2 The following exhibits are being furnished herewith:

~~Security Agreement~~3.01

~~10.3~~Certificate of Designation, Preferences and Rights of Series B Preferred Stock

~~Form of Stock Purchase Warrant~~SIGNATURES

10Pursuant 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.4

~~Registration~~Infe-Human ~~Rights~~Resources, ~~Agreement~~Inc.

~~10.5~~Date: May 9, 2007

~~Form~~By: of/s/ Arthur ~~Callable Secured Convertible Note~~Viola

~~10.6~~------------------------------

~~Intellectual~~Name: Arthur ~~Property Agreement~~Viola

~~SIGNATURES~~Title: Chief Executive Officer,

InSole ~~accordance~~Director ~~with~~and ~~Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Principal

2 Financial Officer

Date: June 29, 2006

INFE-Human Resources, Inc.

By: /s/Art Viola

------------------------------

Name: Art Viola

Title: Chief Executive Officer,

Sole Director and Principal

Financial Officer

Filing Compare · INFE HUMAN RESOURCES INC