ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION GENERAL
Innovation Holdings, Inc. f/k/a Blagman Media International, Inc. is a Nevada corporation (collectively with its subsidiaries, the "Company"), which is the successor to a corporation founded in 1961. We are a direct marketing, direct response and media enterprise based in Century City, California which principally provides direct market services and media buying for our clients and their products and services through television, radio, Internet, print and outdoor advertising media. In addition, we organize direct response media campaigns on radio, television and in print and provide assistance in backend marketing and creative production.
We began operations in 1994 as a sole proprietorship and formed a corporation, Blagman Media International, Inc., in early 1999. On August 2, 1999, we completed a reverse acquisition with Unisat, Inc., an inactive, public non-reporting company, founded in 1961 and formerly known as Combined Companies, Inc. On the same date, Unisat, Inc. changed its name to Blagman Media International, Inc. and we therefore have two Nevada entities with the same name. The transaction was structured as a share exchange, in which Robert Blagman exchanged all of his shares in the privately held entity for 8,200,000 common shares of Unisat, Inc. In April 2000, we entered into a share exchange agreement with MNS Eagle Equity Group I, an inactive, reporting Nevada corporation, which resulted in our becoming the parent reporting company.
The primary purpose of these transactions was to give us access to a public market, to create a new corporate vehicle with which to build a more expansive media-buying infrastructure, thereby allowing us to leverage our direct marketing and direct response efforts. Currently, we are actively pursuing acquisitions and various strategic and working relationships which, if successful, will allow us to create a "network" of alliance partners with the capacity to deliver a broader range of services in a more cost-efficient manner.
In 2001, internally we focused on our core competencies by making quantitative media buys and in assisting our clients in implementing traditional radio, television and out of home media strategies. Given the general uncertainties in Internet advertising and Internet business models that developed in late 2000, and which continue, we plan to monitor the use and styles of Internet advertising. In this way, we can assess the opportunities available to us in Internet advertising while not making any firm financial commitments to an Internet strategy. In addition to considering merger and acquisition opportunities for consolidation and industry growth, we are continuing to pursue an expansion in the television production field through strategic alliances.
In 2001, we also actively pursued acquisitions and completed our first industry acquisition transaction in March 2002 when Century Media, Inc. ("Century") became a wholly-owned subsidiary under the name Blagman-Century Media, Inc. ("Blagman-Century"), subsequently renamed Century Media, Inc. We had been negotiating since early 2001 to acquire Century Media, a Santa Monica based advertising agency in business for over ten years with historical billings and placements that ranged from $35 million to $110 million. In 2001, we entered into agreements to acquire all of the outstanding stock of Century, but certain requirements were not satisfied. In October 2001, we concluded that the purchase price for Century, which was then set at $5.7 million cash plus the assumption of significant debt, needed to be substantially reduced as a result of our due diligence conclusions.
In March 2002, we completed the transaction through a merger of a wholly-owned special purpose subsidiary into Century in exchange for the payment of the equivalent of $0.20 per share to the shareholders of Century ($0.025 in cash and the balance in shares of the common stock of the parent company (hereafter "Common Shares"), repayment of $749,778 in debentures through the issuance of Common Shares, and the recognition of debts. As a result, at closing approximately $600,000 in cash and $2.2 million in restricted Common Shares were distributed to holders of existing Century shares, debentures, and certain stock rights. Under the merger agreement, the Common Shares were valued at the closing bid price over the seven days prior to the date of the agreement or $0.0008857, resulting in the issuance of 2,555,651,387 new Common Shares to the holders of Century shares, debentures and certain stock rights. Century also had continuing debt obligations due to affiliates and third parties of approximately $1.6 million, exclusive of trade and contingency obligations. In connection with our interest in the Century transaction, we provided management services to Century from late 2001 to early 2002, essentially on a reimbursement basis. As a result of the overwhelming debt and departures by members of Century, we no longer consider this acquisition viable. We are in the process of resolving all issues related to the Century acquisition.
-10- Following the acquisition of Century Media in March 2002, the Company has determined that Century Media was not strategic to the Company's ongoing objectives and has discontinued capital and human resource investment in Century Media effective as of December 2002.
RESULTS OF OPERATIONS
Three Months Ended June 30, 2004 Compared to Three Months Ended June 30, 2003
2004 2003 ----------- -----------
Total net revenues $ -- $ --
Operating Expenses: General and Administrative $ 1,893,165 $ 2,187,621
Net Loss from Operations $(1,903,900) $(2,194,849)
Net Loss Per Share $ (0.01) $ (0.01)
There were no net revenues for the three months ended June 30, 2004 and for the three months ended June 30, 2003. Net revenues for the six months ended June 30, 204 as compared to the six months ended June 30, 2003 decreased from $78,524 to $0.
Total operating expenses decreased 13.3% from $2,194,849 in 2003 to $1,903,900 in 2004 for the three months ending June 30. Included in operating expenses are general and administrative expenses which decreased 13.5% from $2,187,621 for the three month period ended June 30, 2003 to $1,893,165 for the three month period ended June 30, 2004.
Total operating expenses decreased 27.4% from $3,083,600 in 2003 to $2,238,698 in 2004 for the six months ending June 30. Included in operating expenses are general and administrative expenses which decreased 27.8% from $3,068,655 for the six month period ended June 30, 2003 to $2,217,228 for the three month period ended June 30, 2004.
The total net loss of the Company for the three-month period ending June 30, 2004 was $(1,920,497) compared to $(2,201,441) for 2003, a 12.8% decrease.
The total net loss of the company for the six-month period ending June 30, 2004 was $(2,271,786) compared to $(3,031,940) for 2003, a 25.1% decrease.
Other Income (Expenses)
Other income (expenses) for the three-month period ending June 30 increased from $(6,592) in 2003 to $(16,597) (151.8%) in 2004 due to higher interest expenses.
Other income (expenses) for the six-month period ending June 30 increased from $(26,868) in 2003 to $(33,088) (23.2%) in 2004 due to higher interest expenses.
-11- Liquidity and Capital Resources
The Company's current assets increased from $9,647 at December 31, 2003 to $103,738 for the three month period ended June 30, 2004, due to the issuance of stock valued at $100,000 as a retainer for legal counsel and $100,000 for the prepaid portion of accrued consulting fees.
In connection with the various initiatives being pursued by management to expand the Company's operations internally and through strategic alliances or acquisitions with other industry partners, additional capital funding will be required. The Company hopes to raise these funds through an increase in general business profits due to a shift in the main focus of its core business. The Company plans to pass low profit making activity such as media buying to third party contracted companies. The Company also plans to invest in product ownership and development as well as actively pursue opportunities to expand the marketing aspects of these products. As the advertising industry goes through its transitions, the Company plans to react by adjusting its focus away form pure media buying to product development. Product development continues to be a strong avenue for the direct response advertising business. Affiliations and associations with other advertising agencies will also expand the Company's ability to increase cash flow and revenues without adding staff. The Company also plans to investigate the possibility of additional acquisitions that will allow the Company to become a holding company in name only. By diversifying and expanding its base operations The Company will endeavor to create a more productive future.
During 2003 and in the current quarter, the market price of our common shares has continued to drop precipitously. We believe that there are two underlying causes. First, we apparently were one of the companies targeted in an organized pattern of depressing prices through "shorting" by a group pursuing a coordinated effort to effect and profit from a falling share price and from attempts to extort favorable stock issuances from the Company without fair consideration. Management initiated referrals to appropriate regulatory agencies for their action. While actions from these referrals may reduce future manipulation, it cannot eliminate the impact of the downward price spiral. The second factor apparently affecting our price was the market reaction to the increase in authorized and issued common shares which we undertook to compensate consultants in our industry, to support Company growth to effect the Century transaction. Following the acquisition of Century Media in March 2002, the Company has determined that Century Media was not strategic to the Company's ongoing objectives and has discontinued capital and human resource investment in Century Media effective as of December 2002.
Management is currently unwinding the Century transaction, evaluating other opportunities and pursuing other initiatives to expand the Company's operations internally and through strategic alliances or acquisitions with other industry partners. These endeavors will be funded in part from operations but will also require additional capital funding which the Company hopes to raise through debt or equity financing arrangements, if appropriate financing is available, on reasonable and acceptable terms.
During 2003, we focused a significant effort to the unwinding of Century Media. While the Century Media transaction adds existing debt and trade payables, management believes that these obligations are being contained and can be funded from operations, internal organic growth, increased billings, legal avenues and extensive operating cost reductions and efficiencies. We have departed from our earlier strategy to assist in funding selected aspects of the growth of Century Media and new strategic hires and alliances that will not facilitate positive financial growth.
The Company intends to continue to seek additional working capital to meet its operating requirements and to provide further capital for expansion, acquisitions or strategic alliances with businesses that are complementary to the Company's long-term business objectives. Additional capital will be needed to maintain the growth plans of the Company. In addition negotiations and payment plans will be established for preexisting Century debt.
Another factor which has taken a substantial amount of time and funding to overcome is the Company's victimization at the hands of a specific financial firm now under investigation with the SEC. More details are available at http://www.sec.gov/litigation/complaints/comp18057.htm.
-12- If substantial additional working capital does not become available, management believes that the active search and completion of key acquisitions along with proper legal restructuring and planning will be sufficient to meet essential capital requirements for the next 12 months but will not support growth.
However, the Company currently has a deficit. As a result, the Company's financial statements for the period ended June 30, 2004 have been prepared on a going concern basis which contemplated the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company incurred a net loss of $1,330,784 for the three months ended June 30, 2004, and has a working capital deficiency of $15,200,758 and a stockholders deficiency at June 30, 2004 of $15,248,169, and may not enable it to meet such objectives as presently structured. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company intends to continue to seek additional working capital to meet its operating requirements and to provide further capital for expansion, acquisitions or strategic alliances with businesses that are complementary to the Company's long-term business objectives. Additional capital will be needed to maintain the growth plans of the Company.
Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: Except for historical information contained herein, the matters discussed in this filing are forward-looking statements that involve risks and uncertainties, including but not limited to economic, competitive, governmental and technological factors affecting the Company's operations, markets, products and prices and other factors discussed in the Company's various filings with the Securities and Exchange Commission.
CRITICAL ACCOUNTING POLICIES.
The Securities and Exchange Commission ("SEC") recently issued Financial Reporting release No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies" (FRR 60"), suggesting companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.
Based upon the foregoing definition, the registrant's most critical accounting policies include:
The Company has historically recognized revenue from the sale of media time to advertising clients. Included in the monies received from advertising clients are amounts which represent the reimbursement of media time purchased on behalf of the customer for the related advertisements. These media purchase reimbursements have been accounted for as an offset to the related media purchases for the respective advertisement and not as gross revenues as required under EITF 99-19 and SAB 101. Monies received prior to the broadcast of the related advertisement are recorded as deferred revenue. In addition, the Company has earned commissions in connection with the procurement of media time on behalf of advertising clients in the past. Such commissions are also considered earned when the underling advertisement is broadcasted. Additionally, the Company has entered into contractual agreements with other advertising firms to share revenues based upon the terms of the specific agreements. The income produced by these revenue-sharing contracts are recognized as media or commission income depending upon the nature of the income earned from the agreement.
The Company reviews its long-lived assets and identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. In performing the review
-13- for recoverability, the Company estimates the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized.
Otherwise, an impairment loss is not recognized. Measurement of an impairment loss for long-lived assets and identifiable intangibles would be based on the fair value of the asset. .............................................................
Good luck to anyone that gets a piece of this thing!
More info! ................................................................
Innovation Holdings Announces Ironwood Furnishings Plans to Open First Retail Store Monday October 4, 9:00 am ET
LOS ANGELES, Oct. 4, 2004 (PRIMEZONE) -- Innovation Holdings, Inc. (OTC BB:IVHO.OB - News) announced today that it is moving forward on its letter of intent to acquire a 49% equity interest in Ironwood Furnishings, Inc., a privately-held corporation in the business of wholesale distribution of furniture. As part of Ironwood's overall plan to shift its business from wholesale to retail, Ironwood has entered into an agreement to lease a 12,000 square foot showroom in the Monterey Shore Plaza/Costco shopping center, a prime retail location with freeway frontage located in Palm Desert, California, where it will open its banner showroom known as the ``Nothing Over $99 Dollar Furniture and Accessories'' store. ADVERTISEMENT
``It is their unique, innovative and aggressive approach to the retail furniture business that first attracted us to Ironwood,'' says Robert Blagman, CEO of Innovation Holdings. Ironwood Furnishings' $99 approach is where we feel the consumer is moving, which is looking for quality at a price point. Ironwood plans to open multiple retail furniture stores in the next 18 months. Their unique and innovative approach is to offer furniture of the highest quality, the best value, the newest designs, and the most satisfying service available for the price/category of merchandise sold from the retail stores at ``Nothing Over $99 Dollars.'' In addition to the ``Nothing Over $99 Dollar Furniture and Accessories'' store in Palm Desert and subsequent locations to be announced, it is intended that all of the ``Nothing Over $99 Dollar Furniture and Accessories'' merchandise will also be available through an expedited on-line shipping program targeted for 2005.
Blagman also said, ``We are very excited to move towards completing the equity acquisition in Ironwood Furnishings. Our diversifying company is beginning to rapidly expand our business lines by acquiring a variety of new and innovative businesses to assist in the growth and future potential of the company. We are striving to form a new founded synergy in this unique and niche-oriented furniture and service industry.''
This statement contains certain forward-looking statements pertaining to future anticipated projected plans, performance and developments and other statements relating to future operations and results. Any statements in this release that are not statements of historical fact may be considered to be forward-looking statements. Words such as ``may,'' ``will,'' ``expect,'' ``believe,'' ``anticipate,'' ``estimate,'' ``intends,'' ``goal,'' ``objective,'' ``seek,'' ``attempt,'' or variations of these or similar words, identify forward-looking statements. These statements by their nature are estimates of future results only and involve substantial risks and uncertainties, including those detailed from time to time in Innovation Holdings, Inc.'s reports filed with the Securities and Exchange Commission. There can be no assurance that actual results will not differ materially from expectations.
Contact: Innovation Holdings Robert Blagman, CEO (818) 426-8737 IVHOholdings@aol.com
************ Inc. Nicole Mittelstaedt, Director of Communications (800) 352-1788, ext. 133 nicole@*************** --------------------------------------------------------------------------------
And they act on their intentions! .............................................................. Ironwood Furnishings' Plans for Retail Furniture Store on Target Friday October 8, 9:00 am ET
LOS ANGELES, Oct. 8, 2004 (PRIMEZONE) -- Ironwood Furnishings, currently under a letter of intent with Innovation Holdings, Inc. (OTC BB:IVHO.OB - News), announced today it is moving forward with plans to open its first retail showroom in Palm Desert, California. ADVERTISEMENT
The Company recently attended the Shanghai, China Furniture Market where over 1 million square feet of furniture, accessories, hardware and equipment were on display to visitors and buyers from all over the world. Ironwood Furnishings was there to source some furniture and accessories to be offered at their ``Nothing Over $99 Furniture and Accessories'' store.
Christopher Kurstin, CEO of Ironwood Furnishings, stated, ``We were excited to find some of the most incredible buys of furniture and accessories to be offered at our stores. Accent pieces, bedroom, dining room and even some upholstered items were found that will be featured at the stores. Solid wood furniture, as well as stainless steel, aluminum and exotic fabric furniture will also be featured.''
Robert Blagman, CEO of Innovation Holdings, added, ``We continue to be enthusiastic over the concept of offering quality furniture at an attractive price point of 'Nothing Over $99.' Ironwood Furnishings' search to find the best available value in furniture and accessories continues throughout the globe. We are also in creative discussions to establish a more effective brand and store name, as well as a marketing program to promote this new concept in retail sales.''
Continued Blagman, ``Ironwood's unique approach and plans to launch their retail business reinforces our decision to move forward on our letter of intent to acquire an equity interest in their company.''
This statement contains certain forward-looking statements pertaining to future anticipated projected plans, performance and developments, and other statements relating to future operations and results. Any statements in this release that are not statements of historical fact may be considered to be forward-looking statements. Words such as ``may,'' ``will,'' ``expect,'' ``believe,'' ``anticipate,'' ``estimate,'' ``intends,'' ``goal,'' ``objective,'' ``seek,'' ``attempt,'' or variations of these or similar words, identify forward-looking statements. These statements by their nature are estimates of future results only and involve substantial risks and uncertainties, including those detailed from time to time in Innovation Holdings, Inc.'s reports filed with the Securities and Exchange Commission. There can be no assurance that actual results will not differ materially from expectations.
Contact: Robert Blagman, CEO Innovation Holdings IVHOholdings@aol.com (818) 426-8737
************ Inc. Nicole Mittelstaedt Director of Communications (800) 352-1788, ext. 133 nicole@*************** --------------------------------------------------------------------------------
This piece of negative info is behind them. The news came out April 26th & thae m rket has had time to digest this. ............................................................
"The Company also announced that its Board of Directors and a majority of the outstanding shares entitled to vote had effectuated a 1 for every 500 shares outstanding reverse stock split which was handled electronically through Signature Stock Transfer, Inc. The new trading symbol for the Company is ``IVHO.'' The Company said that it effectuated the reverse split in an effort to foster shareholder value and to enable the Company to move forward with its efforts to acquire several proposed target entities."
LOS ANGELES, April 26, 2004 (PRIMEZONE) -- Innovation Holdings, Inc. (OTC BB:IVHOE.OB - News) announced today it had entered into a preliminary letter of intent with CrossGel, Inc., a privately-held Utah corporation (http://www.CrossGel.com), through an exclusive strategic marketing agreement whereby IVHO would create all media and marketing for the CrossGel firm and possibly lead to a prospective merger of the two companies. CrossGel is the manufacturer of ergonomic seat cushions utilizing a revolutionary new cushioning technology. The CrossGel technology consists of a thermal ultra-soft polymer gel, which offers a revolutionary cushioning comfort. CrossGel absorbs about 95% of all vibration, allowing a user to sit more comfortably for longer periods of time with little restriction of blood flow. Its molecular structure behaves differently under pressure than foam, springs or fibrous material, allowing pressure to flow away from areas of greatest pressure reducing pain and discomfort. ADVERTISEMENT
Robert Blagman, Chief Executive Officer of IVHO, stated, ``We are excited about the opportunities for both of our companies in launching this new marketing campaign. We are impressed with CrossGel's management, the technology, and numerous applications of its products.'' When asked about the prospects for a further more definitive alliance between the companies, Barry McCann, Chief Executive Officer of CrossGel, added, ``We feel this marketing alliance will bring value to the shareholders of both companies and we look forward to a mutually beneficial business relationship that fully realizes upon the synergism between the companies and those in its comparative market sectors.''
Do you know how many o/s are out there? Just curious...but this one does look interesting!
"Only a guess." I think there may be 200 million in the O/S but honestly "NO" I do not have hard numbers. What I do know is that they're good about reporting their earnings on time with the SEC & that says a lot for an over-the-counter stock doesn't it?
Sunny! I'm very interested to know anything, positive or negative on this company because I don't even own it yet. Anything you can dig up would be appreciated.
I will take a chance on it tomorrow morning with a buy order @ .0001 for 5 million shares.
Authorized Outstanding Date Shares Source Date Shares Source 12/29/2003 20,000,000,000 10QSB 04/23/2004 20,712,094 Stock Split
Excellent work TicToc!
I went to the site you posted,,,
20 Billion Authorized
I wonder how accurate those numbers are? For some reason it's hard for me to believe that. They just seem too good to be true. I searched message boards for any info on this thing & only found two very negative posts. I'll try to post them in my next message.
The whole reason I found this was volume.
It has a three month average volume of 63,752,119
On Friday it traded 285,464,608
Something's up & somebody knows something. Hope I can catch it at .0001 in the morning. It might be too late & this was one reason I actually considered buying before I posted this alert.
SUBJECT: A scam... Posted By: nickb12 Post Time: 7/19/04 15:33 « Previous Message Next Message »
Don't buy ivho...it is a scam...they made a reverse split a few months ago and put the stock to .05 and now it went back to .0001as before with no news and they is no rule on this otcbb to check them and they can do what they want...sell because you will loose all ur investment...Anybody can start a company....with nothing....
Not trying to disuade anyone. Just trying to be upfront with what I found. Still might be a good play. Trouble is I'm not a daytrader. I'm more of a swing trader or sometimes a momentum trader. Anyway I still intend to buy 5 million at the open for what it's worth.
I'd avoid it man. It seriously looks like they are dumping shares back into the market after the reverse split. Before the split the A/S was 200 Billion. Itg is still the same. Only the O/S changed. Now that has jumped from 20 million post split to 500 million. Bad news!
Posts: 768 | From: Ingland | Registered: May 2004
| IP: Logged |
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 532,268,095 shares of common stock as of September 23, 2004.
Again TicToc, excellent work. Even 532 hundred million shares doesn't look too bad but it lends creedance to your post of possible dilution in front of yet another reverse split. Wish one of these companies would just go ahead & try to do this right without all the continuous splits.
I still intend to take a chance. What do you think TicToc?
quote:Originally posted by tic_toc: I'd avoid it man. It seriously looks like they are dumping shares back into the market after the reverse split. Before the split the A/S was 200 Billion. Itg is still the same. Only the O/S changed. Now that has jumped from 20 million post split to 500 million. Bad news!
Just found afew people who are familiar with Robert Blagman & they were pretty harsh. Glad I didn't buy before I threw this out there. Looks like TicToc was right on the money. So what I've learned is when I'm not greedy & tell people what I'm seeing before I buy, others come along with good DD & possibly save me some serious cash. It still might be a daytraders play on a pump & dump but again, I'm not a daytrader.
By: Zoofire 10 Oct 2004, 04:36 PM EDT Msg. 46635 of 46777 (This msg. is a reply to 46631 by illuminati2012.) Jump to msg. # illuminati, please spend 5 minutes reading about Blagman and his past before you even consider buying IVHO. Look at his INOV and his BMII. Read this post: http://ragingbull.lycos.com/mboard/boards.cgi?board=INOV&read=10018 My advice: Don't even THINK about getting tied up with him. Zoo
................................................................ By: raychr01 10 Oct 2004, 10:31 PM EDT Msg. 46752 of 46777 (This msg. is a reply to 46635 by Zoofire.) Jump to msg. # >>>illuminati, please spend 5 minutes reading about Blagman and his past before you even consider buying IVHO. Look at his INOV and his BMII.<<<
Illuminati, listen to this guy. Ask anyone who has ever invested in anything that Robert Blagman was associated with...all lost money big time. BMII was the biggest scam ever...at least one...possibly two reverse splits...investors holding hundreds of thousands of stocks found investments worth pennies. I, personally, owned almost 1,000,000 shares. After Blagman got finished my shares were worth about 18 cents. I don't get involved in talking about other people's investments and tend to mind my own business...but anyone who gets involved with Robert Blagman needs to have their head examined. ................................................................
Like I said at the begining of this thread. "Don't buy or sell on anything I say!"