WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

        Date of Report (Date of earliest event reported): October 6, 2004

                            INNOVATION HOLDINGS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                 (State or Other Jurisdiction of Incorporation)

                000-27777                                     91-1923501
        (Commission File Number)                        (IRS Employer Number)

14622 VENTURA BOULEVARD, SUITE 1015, SHERMAN OAKS, CA          91403
------------------------------------------------------      ----------
         (Address of Principal Executive Offices)           (ZIP Code)

              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
          (Former Name or Former Address, if Changed Since Last Report)


Previous Independent Auditor

On  October  6,  2004,  Weinberg &  Company,  PA  ("Weinberg")  resigned  as our
independent auditor. The decision to change accountants has been approved by our
board of directors.

During the Company's two (2) most recent fiscal years and any subsequent interim
period  preceding  the  dismissal,  the  Company has had no  disagreements  with
Weinberg  on  any  matter  of  accounting  principles  or  practices,  financial
statement disclosure or auditing scope or procedure which if not resolved to the
satisfaction  of Weinberg  would have caused  Weinberg to make  reference to the
matter in their report.

No  accountant's  report on the financial  statements for either of the past two
(2) years  contained  an  adverse  opinion  or a  disclaimer  of  opinion or was
qualified or modified as to uncertainty,  audit scope or accounting  principles;
however,  the reports for the years ended December 31, 2003 and 2002 contained a
modification  paragraph  that  expressed  substantial  doubt about the Company's
ability to continue as a going concern.

The Company has provided  Weinberg with a copy of the  disclosures  it is making
herein in response to Item 304(a) of  Regulation  S-K,  and has  requested  that
Weinberg  furnish the Company  with a letter  addressed  to the  Securities  and
Exchange  Commission  stating  whether it agrees with the statements made by the
Company in response to item 304(a) and, if not, stating the respects in which it
does not agree. A copy of Weinberg's  letter is attached hereto as an exhibit to
this document.

New Independent Auditor

We have engaged A. J. Robbins ("Robbins") as our new independent accountants. We
have  not  consulted  with  Robbins  regarding  the  application  of  accounting
principles,  the type of audit  opinion that might be rendered by Robbins or any
other matter that was the subject of a disagreement between us and Weinberg.


c)    Exhibits

      Exhibit No.          Document Description
      ----------           --------------------
         16                Letter dated October 7, 2004 from
                           Weinberg & Company, PA


      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, thereunto duly authorized.

                                    INNOVATION HOLDINGS, INC.

Dated:   October 12, 2004           By /s/ Robert Blagman
                                       Robert Blagman, CEO