SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K/A

Amendment No. 1

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2006

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SUB-URBAN BRANDS, INC.

(Exact name of registrant as specified in its charter)

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Nevada	333-109903	47-0926492
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		ID Number)

2222 E. Washington Blvd, Suite B Los Angeles, CA 90021

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (213) 229.2885

4251 East Melody Drive, Higley, AZ 85236

(Former address of principal executive offices)

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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))

Amendment No. 1 to Form 8-K

Explanatory Note

This Amendment No. 1 to Form 8-K is submitted to correct the table set forth in the section titled Security Ownership of Certain Beneficial Owners and Management.

Item 5.01. Changes in Control of Registrant

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the number of shares of Common Stock of the Company beneficially owned immediately following the consummation of the Merger by (1) those persons or groups who beneficially own more than 5% of the Common Stock, (2) each executive officer and directors of the Company, and (3) all directors and executive officers of the Company as a group. The information below regarding directors of the Company reflects Dina Shaheli’s resignation from the Board of Directors and the new directors of the Company having been appointed as described under “Directors and Executive Officers.” For purposes of this table, beneficial ownership is determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934. The following percentage information is calculated based on 46,173,363 shares of Common Stock that were issued and outstanding immediately following the closing of the Merger. Except as indicated below, the security holders listed below possess sole voting and investment power with respect to the shares beneficially owned by that person.

The address for each listed stockholders is c/o Sub-Urban Brands, Inc., 2222 E. Washington Blvd, Suite B, Los Angeles, CA 90021.

Name and Address of Beneficial Owner	Amount of Beneficial Ownership		Percentage of Beneficial Ownership
Joseph Shortal — Chief Executive Officer, Director		6,442,658		13.95	%
Meredith Feldman — President (1)		1,836,806		3.83	%
Jack Mott — CFO, COO, Director (2)		1,695,833		3.54	%
Mark Jacobs — Secretary, Treasurer, V.P. Marketing		1,495,200		3.24	%
David Howitt — Director (3)		25,417		*	%
John Koufis — Director (3)		25,417		*	%
Kenard Gibbs — Director (3)		25,417		*	%
Vision Capital (4)		10,518,575		18.55	%
Donald Wilson Trust (5)		6,041,644		11.57	%
James Blondell (6)		5,779,600		12.52	%
John Stamatis (7)		4,514,223		8.38	%
Legend/Lynn Cole		3,720,000		8.06	%
CCN Worldwide		3,520,000		7.62	%
Amos Varsha (8)		2,922,000		6.25	%

All executive officers and directors as a group (7 people)		11,546,748		23.19	%

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	* Percentage of beneficial ownership is less than one percent

	(1) Comprised solely of shares obtainable upon exercise of vested options within 60 days. Total grant of 3,000,000 options for the purchase of common shares
	(2) Comprised solely of shares obtainable upon exercise of vested options within 60 days. Total grant of 3,600,000 options for the purchase of common shares
	(3) Comprised solely of shares obtainable upon exercise of vested options within 60 days. Total grant of 300,000 options for the purchase of common shares
	(4) As of the Merger date, holds secured convertible notes payable, which with accrued interest are convertible into 3,018,575 shares of Common Stock. Also holds 7,500,000 warrants for the purchase of Common Stock.
	(5) As of the Merger date, holds secured convertible notes payable, which with accrued interest are convertible into 2,041,644 shares of Common Stock. Also holds 4,000,000 warrants for the purchase of Common Stock.
	(6) A Founder of Sub-Urban Industries, and former officer. As of the Merger date, represents shares of Common Stock.
	(7) As of the Merger date, holds 2,567,291 shares of Common Stock and secured convertible notes payable, which with accrued interest are convertible into 788,039 shares of Common Stock. Also holds 1,158,893 warrants for the purchase of Common Stock.
	(8) May be deemed the beneficial owner of 2,922,000 shares. Beneficial ownership consists of the following: 618,000 shares of Common Stock, and 200,000 warrants for the purchase of Common Stock. In addition, Mgay, Inc., an entity controlled by Mr. Varsha, holds 1,704,000 shares of Common Stock, and 400,000 warrants for the purchase of Common Stock.

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.

	SUB-URBAN BRANDS, INC

Date: June 23, 2006	/s/ Jack Mott
	Jack Mott, Chief Financial Officer

Sub-Urban Brands, Inc. 8-K/A