On August 4, 2006, Watchit Media USA, Inc. (“Watchit USA”), a wholly owned subsidiary of Watchit Media, Inc. (the “Company”), entered into Product and Services Orders (collectively, the “PSOs”) with each of Harrah’s four casinos in Atlantic City, NJ (Ceasars Atlantic City, Harrah’s Atlantic City, Bally’s Atlantic City and Showboat Atlantic City) pursuant to the Master Terms and Conditions dated as of March 16, 2005 by and between Harrah’s Operating Company, Inc. and Watchit USA.  Under the PSOs, Watchit USA will install and implement a Private Video Network and its Manageit Enterprise Media Management System within each casino, with scheduled completion dates between October 30, 2006 and November 30, 2006.  Watchit USA will receive milestone payments amounting to over $900,000 upon completion of the four projects.  Following completion, Watchit USA will receive approximately $200,000 in annual license and content fees from the projects.  Neither Watchit USA nor the Company is affiliated with Harrah’s Operating Company, Inc. or any of its affiliates.

Copies of the PSOs are attached hereto as Exhibits 10.1 — 10.4.  The description of the transactions is qualified in its entirety by reference to these documents.

Item 9.01                               Financial Statements and Exhibits.

 (c) Exhibits