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:

On January 26, 2007, we entered into an amended and restated Agreement and Plan of Merger with Hythiam, Inc. and HCCC Acquisition Corporation, a newly formed wholly owned subsidiary of Hythiam. The amended agreement, a copy of which is attached as Exhibit 2.1 and incorporated herein by reference, (a) supersedes the conditional merger agreement we entered into with Hythiam on January 18, 2007 as disclosed in our current report on Form 8-K filed that date, (b) amends section 5(c)(ii) to provide for a proxy statement and a special meeting of our stockholders to vote on whether to approve the merger, (c) adds a new section 2(d)(vi) providing for the treatment of our stock options and warrants, (d) deletes former sections 6(a)(x) and 6(b)(viii) and eliminates the requirement for any further board ratification of the agreement or the merger, and (e) makes other conforming changes.

The merger agreement provides that 1.0 share of Hythiam common stock will be issued in exchange for each 12.0 shares of our common stock. The ratio is fixed and will not fluctuate based on either company’s future trading price.

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K/A to be signed on its behalf by the undersigned hereunto duly authorized.