UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) Ofof ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~November 723, 2007

Infe - Human Resources, Inc.

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(Exact name of registrant as specified in its chapter)

~~NEVADA~~Nevada 000-50374 54-2013455

~~000-27347~~_____________________________________________________________________________

~~58-2534003~~(State or other jurisdiction of incorporation) (Commission File Number) (IRS EmployerIdentification No.)

__________________________________________________________________________________________

(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) (Zip Code)

Registrant's telephone number, including area code: (212) ~~246~~859-~~2916~~3466

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(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.

~~The~~Convertible ~~following~~Debt ~~sets~~and ~~forth~~Stock ~~certain~~Purchase ~~sales~~Warrant ofFinancing 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 ~~May~~November 830, ~~2007~~2005, Infe-Human Resources, Inc. (the ~~Board~~“Company”) ofentered ~~Directors~~into ~~approved~~a Securities Purchase Agreement (the ~~issuance~~“Agreement”) ofwith ~~50,000~~certain ~~shares~~investors ofpursuant ~~its~~to ~~Series~~which Bthe ~~Preferred~~investors ~~Stock~~agreed to ~~Arthur~~loan ~~Viola,~~to the ~~Chief~~Company ~~Executive~~up ~~Officer~~to $3 million. In exchange therefore, ~~director~~the ~~and~~investors ~~10%~~were ~~shareholder~~to ~~for~~receive ~~services~~up ~~rendered. The~~to ~~Company~~$3 ~~valued~~million of Callable Secured Convertible Notes (the ~~Preferred~~"Notes") and Stock atPurchase ~~$50,000. This~~Warrants ~~issuance~~(the ~~was~~“Warrants”) ~~intended~~to acquire up to be1.2 ~~exempt~~million ~~from~~shares ~~registration~~of ~~under~~the ~~section~~Company’s 4common stock (2the “Shares”). The ofNotes and the ~~Securities~~Warrants ~~Act~~may ofbe ~~1933~~collectively referred to herein as the “Securities”.

~~Item~~Pursuant 3to the Agreement, as amended, on November 23, 2007 certain of the investors collectively advanced to the Company $435,000 in exchange for $435,000 of Callable Secured Convertible Notes and Warrants to acquire 10 million Shares.03

~~Material~~The ~~Modification~~Notes mature on November 23, 2010 are convertible at anytime prior to ~~Rights~~payment into Shares at a rate based on the trading price of ~~Security~~the ~~Holders~~Company’s common stock. The Warrants expire on November 23, 2014 and are exercisable into Shares at price of $0.10. The conversion and exercise price of the Securities are subject to adjustment upon the occurrence of certain events, including stock splits or combinations

OnThe ~~May~~Company 7,issued ~~2007,~~ the ~~Company~~Securities ~~filed~~pursuant ~~Certificate~~to ofSections ~~Designation,~~4(2) ~~Preferences~~and 4(6) and ~~Rights~~Rule 506 under the Securities Act of ~~Series~~1933 Band ~~Preferred~~in ~~Stock~~reliance ~~with~~on ~~the~~similar exemptions under applicable state ofsecurities ~~Nevada~~laws. Furthermore, ~~which~~the ~~certificate~~Securities ~~designates~~are ~~50,000~~subject ~~shares~~to ascertain ~~Series~~demand Band ~~Preferred~~piggy-back ~~Stock~~registration rights.

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

~~Item~~(a)(b)(c) ~~9.01.~~None ~~Financial Statements and Exhibits.~~

~~---------- ----------------------------------~~(d) Exhibits

~~(d) Exhibits~~10. ~~The following exhibits are being furnished herewith:~~1

~~3.01~~Securities Purchase Agreement dated November 30, 2005*

~~Certificate of Designation, Preferences and Rights of Series B Preferred Stock~~10.2

~~SIGNATURES~~Form of Callable Secured Convertible Note

~~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~~10.3

~~Infe-Human~~Form ~~Resources,~~of ~~Inc.~~Stock Purchase Warrant

~~Date:~~* ~~May~~filed 9with Current Report on Form 8-K dated July 5, ~~2007~~2006.

~~By: /s/ Arthur Viola~~SIGNATURES

~~------------------------------~~In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has

~~Name: Arthur Viola~~2

~~Title: Chief~~duly ~~Executive~~caused ~~Officer~~this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Sole~~Date: January ~~Director~~3, ~~and Principal~~2008

~~Financial~~INFE-Human ~~Officer~~Resources, Inc.

By: /s/ Arthur Viola

Name: Arthur Viola

Title: Chief Executive Officer, Director

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