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): March 16, 2006
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, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 589-9994
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N/A
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(Former name or former address, if changes since last report)
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))
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
As previously disclosed, on December 5, 2005, the Audit Committee of the
Registrant concluded that a forensic accounting investigation concerning the
consolidated financial statements of the Registrant for the fiscal year ended
December 31, 2004 (the "2004 Financials") would be necessary to confirm the
Registrant's recorded revenue and receivables in respect of such period.
On March 16, 2006, the forensic accounting firm retained by the Audit Committee
to conduct the investigation presented preliminary findings to the Audit
Committee concluding that a number of revenue and receivables in respect of
inventory sales of the Registrant were improperly recorded. On March 16, 2006,
based on such preliminary findings, the Audit Committee, in consultation with
the forensic accountant, determined that the 2004 Financials and the related
independent auditor's report can no longer be relied upon. Accordingly, the
Registrant anticipates that a restatement of the 2004 Financials will be
necessary. Since the forensic accounting firm has not yet completed its
investigation, the exact nature and full extent of the restatement is not known
at this point. However, it is expected that the restatement will reflect
materially lower revenue, and materially greater net loss, than originally
reported by the Registrant in the 2004 Financials.
The press release relating to the above disclosures is attached to this Report
as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated March 16, 2006.
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.
(Registrant)
Date: March 16, 2006 By: /s/ Michael Preston
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Michael Preston
Chief Executive Officer