SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

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

Date of Report: ~~June~~February 216, ~~2006~~2007

S3 INVESTMENT COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)


California	000-28767	33-0906297
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

43180 Business Park Dr., Suite 202 Temecula CA 92590

(Address of principal executive offices)

Registrant's telephone number, including area code: (951) 587-3618

N/A

(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 Instructions 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 15.0102 ~~ENTRY~~DEPARTURE ~~INTO~~OF ADIRECTORS ~~MATERIAL~~OR ~~DEFINITIVE~~PRINCIPAL ~~AGREEMENT~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICER

On ~~June~~February 216, ~~2006~~2007, S3Douglas ~~Investment Company~~Perkins, ~~Inc.,~~ a ~~California~~member ~~Corporation~~of (the ~~"Company”),~~ ~~entered~~Board ~~into~~of aDirectors ~~Warrant~~of toS3 ~~Purchase~~Investment ~~Common Stock Agreement (the “Agreement”) with La Jolla Cove Investors~~Company, Inc. ~~Under~~since ~~the~~January ~~terms~~2006, ofpassed ~~the~~away. ~~Agreement,~~Mr. inPerkins ~~exchange~~was ~~for~~ a ~~warrant~~valued ~~premium~~member of ~~$150,000,~~ the ~~Company~~Board ~~issued~~of toDirectors Laand ~~Jolla~~Audit ~~Warrants~~Committee toand ~~purchase~~will upbe togreatly ~~4,000,000,000 shares of the Company’s Common Stock (the “Warrant Shares”)~~missed. ~~Beginning~~ At onthis ~~the~~time, ~~date~~no ~~that~~one ahas ~~registration~~been ~~statement~~chosen ~~becomes~~to ~~effective~~fill ~~that registers~~ the ~~Warrant~~vacancy ~~Shares,~~created Laby ~~Jolla will commence exercising~~ the ~~Warrants,~~death ~~see~~of ~~Exhibit 10~~Mr.1 ~~attached hereto~~Perkins.

The ~~Company~~Board ~~will deliver 100,000,000 restricted shares~~ of ~~the~~Directors ~~Company’s~~now ~~Common~~consists ~~Stock to La Jolla who will hold the shares pending the effectiveness~~ of ~~the~~James ~~registration~~Bickel ~~statement~~and ~~for~~Gary ~~the Warrant Shares~~Nerison. If the registration statement is not effective within 9 months of June 2, 2006, the shares will be kept by La Jolla as liquidated damages. If it is effective within 9 months, La Jolla shall return such shares to the Company.

1ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

~~ITEM~~(a) ~~3.02~~Financial ~~UNREGISTERED SALES OF EQUITY SECURITIES~~Statements.

~~See~~Not ~~“Item 1~~applicable.~~01 – Entry into a Material Definitive Agreement” above for description of unregistered sales of equity securities.~~

~~ITEM~~(b) 9.Pro ~~FINANCIAL~~Forma ~~STATEMENTS~~Financial ~~AND~~Information. ~~EXHIBITS~~

A)Not ~~Financial statements: N/A~~applicable.

B(c) ~~Exhibits:~~Shell Company Transactions.

Exhibit No.	Description	Location
10.1	Warrant to Purchase Common Stock with La Jolla Cove Investors, Inc.	Filed herewith.

Not applicable.

~~SIGNATURES~~(d) Exhibits.

~~Pursuant~~Not ~~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~~applicable.

S3SIGNATURES ~~INVESTMENT COMPANY, INC.~~

June 13, 2006	/s/ James Bickel
Date	James Bickel Chief Executive Officer

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.

2S3 INVESTMENT COMPANY, INC.


February 20, 2007	/s/ James Bickel
Date	James Bickel Chief Executive Officer

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