UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JULY 13, 2005
INNOVATION HOLDINGS, INC.
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(Exact name of registrant as specified in charter)
NEVADA 000-2777 91-1923510
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(State of other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
14622 VENTURA BLVD, SUITE 1046
SHERMAN OAKS, CA 91405
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(Address of Principal Executive Office) (Zip Code)
(818) 426-8734
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(Registrant's Executive Office Telephone Number)
Item 1.03 Bankruptcy of Subsidiary Century Media, Inc.
On July 10, 2005, at a duly held and noticed board of director's meeting, it was
decided that the Registrant would cause the filing of the Chapter 7 proceeding
for Century Media, a wholly owned subsidiary of the Registrant. As a result of
this filing, a majority of the debt will be eliminated in the upcoming audit.
The Company's management drew no opposition at the meeting of creditors held at
the Office of The United States Trustee on August 15, 2005. All known creditors
had received a copy of the Chapter 7 bankruptcy petition. Now that the Chapter 7
hearing has been held, Company counsel has been directed to prepare a statutory
dissolution of the subsidiary corporation under California law. Additionally,
the Company can now proceed with its business plan as noted in previous filings
and is now in a stronger position to enter into negotiations with potential
merger and acquisition candidates having eliminated in excess of $11,000,000 in
debt from its balance sheet.
Pursuant to an Agreement and Plan of Reorganization dated March 4, 2002,
effective March 22, 2002, the Company acquired 100% of the outstanding stock of
Century Media, Inc., a California corporation ("Century") by acquisition.
Pursuant to the transaction, the Company acquired all of the capital stock of
Century for cash and common stock of the Company, assumed current debt
obligations and unexercised option and stock appreciation rights of Century and
assumed accrued and ongoing trade and other ordinary course obligations and
relationships. Prior to the closing, the parties negotiated with the holders of
portions of the outstanding Century debt to restructure the term and payments of
such debt and in certain cases, to allow for the issuance of shares of common
stock of the Company in lieu of cash payments. At the time of the filing of
bankruptcy, the Century Media, Inc. remained obligated on significant certain
obligations in excess of $11,000,000 dollars.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Registrant
INNOVATION HOLDINGS, INC.
By: /s/ Robert Blagman
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Robert Blagman, President
Date: September 13, 2005