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 25, 2005 INNOVATION HOLDINGS, INC. ------------------------- (Exact name of registrant as specified in charter) NEVADA 000-2777 91-1923510 ------ -------- ---------- (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 ---------------- ----- (Address of Principal Executive Office) (Zip Code) (818) 426-8734 -------------- (Registrant's Executive Office Telephone Number) Item 5.02 Appointment and Departure of Directors or Principal Officers On July 20, 2005, at a duly held and noticed board of director's meeting, the Registrant's former legal counsel, Dennis H. Johnston, was appointed to the Board of Directors, effective that same date. In addition, the Board approved the hiring of Mr. Johnston to serve as the company's Chief Executive Officer and elected him as Chairman of the Board. Subsequent to the appointment of Mr. Johnston, the registrant received the resignations of three directors by letters dated July 25, 2005, and addressed to the Board of Directors from Andrew Givens, Walter Lubars, and Jeff Wald. All of the resigning directors expressed personal reasons including pursuing other business opportunities for resigning. (c) Exhibits. 99.1 Letters of resignation dated July 25, 2005 from Andrew Given, Walter Lumbar and Jeff Wald. 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 HOLDINS, INC. By: /s/ Robert Blagman --------------------------------- Robert Blagman, President Date: July 25, 2005