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) FEBRUARY 3, 2005
IMAGE INNOVATIONS HOLDINGS INC.
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(Exact name of small Business Issuer as specified in its charter)
NEVADA 0-50119 91-1898414
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
432 PARK AVENUE SOUTH, NEW YORK, NY 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 589-9994
N/A
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(Former name or former address, if changes since last report)
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(a) On February 3, 2005, Alain Kardos resigned as a director of Image
Innovations Holdings, Inc. (the "Registrant"), and its wholly owned subsidiary,
Image Innovations, Inc. (the "Subsidiary"). (See Exhibits 17.1 and 17.2) Mr.
Kardos cited (i) his concern with the corporate governance of the Registrant and
its business ethics as they relate to his alleged termination as President and
Chief Executive Officer of the Registrant and the Subsidiary on October 19,
2004, and (ii) the alleged refusal of the Registrant to turn over to him
certificates representing 700,000 shares of the Registrant's common stock, which
he claims to beneficially own. On February 8, 2005, Alain Kardos also resigned
as a director of Image Innovations Sports & Entertainment Inc. ("Image Sports"),
a wholly owned subsidiary of the Registrant in two letters dated February 8,
2005, which were repetitious of the prior communications. (Exhibits 17.3 and
17.4)
(b) On February 9, 2005, the Registrant's board of directors authorized,
approved, ratified and confirmed the termination of employment of Alain Kardos
in all capacities as an officer and employee of the Corporation and the
Subsidiary, including such positions that he held as at February 9, 2005.
ITEM 8.01. OTHER EVENTS.
On January 31, 2005, Mr. Kardos filed an action in the Supreme Court of
British Columbia, naming the Registrant, the Subsidiary and Derick Sinclair,
Chief Financial Officer of the Registrant and Subsidiary, as defendants. Mr.
Kardos alleged (i) that the defendants wrongfully refused or neglected to return
to him certificates representing 700,000 shares of the Registrant's common stock
and (ii) that he was wrongfully dismissed from his position as an officer and
employee of the Registrant and the Subsidiary on October 21, 2004. Mr. Kardos
seeks:
a. a declaration that the 700,000 shares and share certificates evidencing
them are his property;
b. an injunction restraining and enjoining the defendants, and their
directors, officers, employees, servants, agents and contractors, or
others with knowledge of the injunction, from directly or through any
other, selling, disposing of or in way dealing with the shares or share
certificates without the consent of Mr. Kardos;
c. an order for the delivery by the defendants to Mr. Kardos, of the share
certificates;
d. damages for their detention and/or conversion;
e. such further and other relief as the Court may deem just.
The Registrant believes that Mr. Kardos' allegations are erroneous and
that his claims are without merit. The Registrant intends to vigorously defend
the action. Mr. Kardos' claim that he is entitled to 700,000 shares of the
Registrant's common stock is disputed by the third party, which possesses the
shares.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 17.1 Letter of resignation, dated February 3, 2005, from Alain
Kardos to the Registrant.
Exhibit 17.2 Letter of resignation, dated February 3, 2005, from Alain
Kardos to the Registrant.
Exhibit 17.3 Letter of resignation, dated February 8, 2005, from Alain
Kardos to the Registrant.
Exhibit 17.4 Letter of resignation, dated February 8, 2005, from Alain
Kardos to the Registrant.
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 hereunto duly authorized.
IMAGE INNOVATIONS HOLDINGS INC.
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(Registrant)
Date February 9, 2005 /s/ DERICK SINCLAIR
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DERICK SINCLAIR
CHIEF FINANCIAL OFFICER