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) - May 10, 2005

                           LIFESTYLE INNOVATIONS, INC.
             (Exact name of registrant as specified in its charter)

          Nevada                     001-04026                  82-6008727
          ------                     ---------                  ----------
(State or other jurisdiction        (Commission                (IRS Employer
     of incorporation)              file number)             Identification No.)


                    4700 Lakeshore Ct, Colleyville, TX 76034
                    ----------------------------------------
          (Address of principal executive offices, including zip code)

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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))






SECTION 4         MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL STATEMENTS

ITEM 4.01         CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

On May 10, 2005, the Company dismissed its former principal accountant, Guest &
Company, P.C. ("Guest"), Certified Public Accountants, of Tulsa, Oklahoma and
engaged Creason & Associates, P.L.L.C. ("Creason"), Certified Public
Accountants, of Tulsa, Oklahoma, as its principal accountants. The decision to
change accountants was approved by the Board of Directors of the Company and was
required due to the purchase of Guest by Creason.

During the fiscal year ended June 30, 2004 and the subsequent interim periods
until the change, there were no disagreements with the former accountant on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of the former would have caused him to make reference in connection
with his report to the subject matter of the disagreement, and Guest has not
advised the Company of any reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.

The accountant's report of Guest as of and for the year ended June 30, 2004, did
not contain any adverse opinion or disclaimer of opinion, nor was it qualified
or modified as to audit scope or accounting principle. The report contained a
"going concern" modification.

During the year ended June 30, 2004, and through May 10, 2005, the Company did
not consult with Creason regarding any of the matters or events set forth in
Item 304(a)(2)(i) and (ii) of Regulation S-K.

A copy of the forgoing disclosures was provided to Guest prior to the date of
the filing of this report. Guest has furnished the Company a copy of the letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the statements above. A copy of Guest's letter, dated May 10, 2005,
is filed as Exhibit 16 to this Form 8-K.






SECTION 9         FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

         (a) Financial Statements of Business Acquired - not applicable (b) Pro
         Forma Financial Information - not applicable (c) Exhibits

                  Exhibit
                  Number
                  ------

                  16       Letter from Guest & Company, P.C. dated May 10, 2005,
                           to the Securities and Exchange Commission



                                   SIGNATURES

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.

                                           LIFESTYLE INNOVATIONS, INC.

         May 10, 2005                      /s/ Paul Johnson
                                           -----------------------------------
                                           By: Paul Johnson
                                           Chief Executive Officer






                                  EXHIBIT INDEX

         EXHIBIT
         NUMBER

         16       Letter from Guest & Company, P.C., dated May 10, 2005, to the
                  Securities and Exchange Commission