UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest reported): ~~June~~July 7, 2006

(Exact name of registrant as specified in charter)

Delaware	000-23506	33-0601498
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

16 East 40^th Street, 12^th Floor, New York, NY 10016

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (212) 575-0500

521 5th Avenue, 20th Floor, New York, NY 10175

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

Copies to:

Gregory Sichenzia, Esq.

Yoel Goldfeder, Esq.

Sichenzia Ross Friedman Ference LLP

1065 Avenue of the Americas

New York, New York 10018

Phone: (212) 930-9700

Fax: (212) 930-9725

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events

ToOn ~~obtain~~July ~~funding~~7, ~~for~~2006, ~~the purpose~~IGIA, ofInc. ~~payment of~~(the ~~general~~“Registrant”) ~~corporate~~was ~~and~~served ~~operating~~with ~~purposes,~~a ~~including~~Summons ~~the payment of auditor~~ and ~~legal fees, IGIA,~~Complaint ~~Inc.~~filed ~~(the~~in ~~“Company”) entered into~~Los aAngeles ~~Securities~~County ~~Purchase~~Superior ~~Agreement~~Court, ~~(the~~Los ~~“Agreement”)~~Angeles, ~~with~~California ~~New~~by ~~Millennium~~a major ~~Capital~~carrier. ~~Partners~~The ~~II,~~Complaint ~~LLC,~~seeks ~~AJW~~payment ~~Qualified~~by ~~Partners,~~the ~~LLC,~~Registrant ~~AJW~~of ~~Offshore~~$783, ~~Ltd~~344.86 ~~and~~plus ~~AJW Partners~~$195,836.22 ~~LLC~~of ~~(collectively,~~collection ~~the~~costs ~~“Investors”)~~and onan ~~June~~unspecified 7,amount ~~2006~~of ~~for~~interest ~~the sale~~thereon ofas compensation ~~(i)~~for ~~$760,000~~the inbreach ~~callable~~of ~~secured~~a ~~convertible~~contract ~~notes~~between (the ~~“Notes”)~~major carrier and ~~(ii)~~ ~~stock~~Brass Logistics, ~~purchase~~LLP, ~~warrants~~a ~~(the~~party ~~“Warrants”)~~related to ~~buy~~the ~~50,000,000~~Registrant. ~~shares~~The ofComplaint ~~our~~alleges ~~common stock.~~that OnBrass ~~June 7~~Logistics, ~~2006,~~LLP shipped packages using the ~~Investors~~services ~~purchased~~of the ~~$760,000~~major incarrier ~~Notes~~ and ~~received~~ ~~Warrants~~failed to ~~purchase~~pay anfor ~~aggregate~~the ofservices. The Complaint ~~50,000,000~~further ~~shares~~alleges ofthat ~~our~~shipments ~~common~~contained products sold by the ~~stock~~Registrant and therefore benefited the Registrant.

The ~~Notes bear~~Registrant ~~interest~~believes atthat ~~6%,~~it ~~mature~~has ~~three~~adequately ~~years~~reflected ~~from~~in ~~the~~its ~~date of issuance, and are~~consolidated ~~convertible~~financial ~~into~~statements ~~our~~as ~~common~~of ~~stock,~~its atfiscal ~~the~~year ~~Investors'~~ended ~~option~~February 28, at2006, athe ~~conversion~~cost ~~price equal to the lower~~ of ~~(i) $0.04 or (ii) 35% of the average of the three~~ ~~lowest~~fulfillment ~~intraday~~services ~~trading~~rendered ~~prices~~by ~~for~~Brass ~~our~~Logistics, ~~common~~LLP ~~stock~~that ~~during~~are the ~~20 trading days~~subject ~~before, but not including, the conversion date. As~~ of ~~June 7, 2006, the average~~ of the ~~three~~Complaint. ~~lowest~~The ~~intraday~~Registrant ~~trading~~is ~~prices~~reviewing ~~for~~the ~~our~~matter ~~common~~and ~~stock~~currently ~~during~~plans ~~the~~to ~~preceding~~answer ~~20 trading days as reported on~~ the ~~Over-The-Counter~~Complaint ~~Bulletin Board was $0.0068~~ and, ~~therefore,~~defend the ~~conversion price for the secured convertible notes was $0~~action.~~002. Based on this conversion price, the $760,000 Notes, excluding interest, were convertible into 380,000,000 shares of our common stock.~~

WeIn ~~may prepay~~addition to the ~~Notes~~foregoing, in ~~the~~February ~~event~~2006, ~~that~~Shopflash, noInc., ~~event~~a wholly owned subsidiary of ~~default~~the ~~exists~~Registrant, ~~there~~began ~~are~~working with a media placement agent for ~~sufficient~~direct ~~number~~response ofsales ~~shares~~campaigns ~~available~~regarding ~~for~~two ~~conversion~~household ofproducts that Shopflash, Inc. has sold. The media placement agent placed the ~~callable~~Shopflash, ~~secured~~Inc. ~~convertible~~advertisements ~~notes~~on television and the ~~market~~Internet ~~price~~and isprovided atadditional orcampaign support ~~below~~that $allowed Shopflash, Inc.06 to ~~per~~further ~~share~~develop the campaigns. According to the agreement between the parties, the media placement agent receives fees and has a security interest in goods and proceeds related to the campaigns. The ~~full~~media placement agent has demanded that Shopflash, Inc. repay ~~principal~~all amounts ~~amount~~outstanding, ofwhich are approximately $1.3 million, and has acted to exercise contractual rights to assume control over the ~~Notes~~sales campaigns. As a result, Shopflash, Inc. has discontinued its participation in the two sales campaigns and is ~~due~~in ~~upon~~discussions ~~default~~with ~~under~~the media placement agent regarding further resolution of the ~~terms~~outstanding issues, however on July 11, 2006, the media placement agent imposed a deadline of ~~Notes.~~July 12, 2006 for negotiating a potential Insettlement offer by Shopflash that was then under discussion. That ~~addition~~deadline passed without concluding negotiations, wehowever ~~have~~discussions ~~granted~~are continuing. The Registrant believes its liability to the ~~Investors~~media aplacement agent ~~security~~is ~~interest~~adequately reflected in ~~substantially~~its consolidated financial statements. The ~~all~~Registrant’s household product line contributed the majority of its revenues for offiscal ~~our~~year ~~assets~~ended February 28, 2006 and ~~intellectual~~the ~~property~~sales ascampaigns ~~well~~regarding asthe ~~registration~~two products ~~rights~~have been significant contributors to that product line. The Registrant is currently focused on promoting and selling its core personal care products.

The Warrants are exercisable until five years from the date of issuance at a purchase price of $0.009 per share. In addition, the exercise price of the Warrants is adjusted in the event we issue common stock at a price below market.

The Investors have contractually agreed to restrict their ability to convert the Notes and exercise the Warrants and receive shares of our common stock such that the number of shares of the Company common stock held by them and their affiliates after such conversion or exercise does not exceed 4.99% of the Company’s then issued and outstanding shares of common stock.

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

The sale of the Notes described in Item 1.01 was completed on June 7, 2006. The Notes are a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company.

Item 3.02 Unregistered Sales of Equity Securities

The Notes and Warrants described in Item 1.01 were offered and sold to the Investors in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated thereunder. Each of the Investors is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
4.1		Securities Purchase Agreement dated June 7, 2006 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC
4.2		Callable Secured Convertible Note in the name of New Millennium Capital Partners II, LLC dated June 7, 2006

4.3		Callable Secured Convertible Note in the name of AJW Qualified Partners, LLC dated June 7, 2006
4.4		Callable Secured Convertible Note in the name of AJW Offshore, Ltd. dated June 7, 2006
4.5		Callable Secured Convertible Note in the name of AJW Partners, LLC dated June 7, 2006
4.6		Stock Purchase Warrant in the name of New Millennium Capital Partners II, LLC dated June 7, 2006
4.7		Stock Purchase Warrant in the name of AJW Qualified Partners, LLC dated June 7, 2006
4.8		Stock Purchase Warrant in the name of AJW Offshore, Ltd. dated June 7, 2006
4.9		Stock Purchase Warrant in the name of AJW Partners, LLC dated June 7, 2006
4.10		Registration Rights Agreement dated June 7, 2006 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC
4.11		Security Agreement dated June 7, 2006 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC
4.12		Intellectual Property Security Agreement dated June 7, 2006 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC

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.

	IGIA, INC.
Date: June 13, 2006	By: /s/ Avi Sivan
Date: July 14, 2006	By: /s/ Avi Sivan
	Name: Avi Sivan
	Title: Chief Executive Officer

Filing Compare · IGIA, Inc.