U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the quarterly period ended June 30, 2003

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from ______________ to ______________.

                         Commission File No.: 000-27777
        Innovation Holdings, Inc. f/k/a Blagman Media International, Inc.
-------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

               Nevada                                       91-192-3501
----------------------------------------             ------------------------
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                     Identification Number)

   14622 Ventura Blvd., Suite 1015
          Sherman Oaks, CA                                     91403
----------------------------------------             ------------------------
(Address of Principal Executive Offices)                    (Zip Code)

        Registrant's telephone number, including area code: 310.788.5444

        Securities registered pursuant to Section 12(b) of the Act: NONE

           Securities registered pursuant to Section 12(G) of the Act:
                         COMMON STOCK-- $.001 PAR VALUE

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 2,621,372,639 shares of common stock
as of September 24, 2003.

Transitional Small Business Disclosure Format (check one): YES [   ] NO [X]



<PAGE>



                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                                                                    PAGE
  CONDENSED CONSOLIDATED BALANCE SHEET AS OF
  JUNE 30, 2003 (UNAUDITED)                                           1

  CONDENSED  CONSOLIDATED  STATEMENTS OF  OPERATIONS
  FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003
  AND 2002 (UNAUDITED)                                                2

  CONDENSED  CONSOLIDATED  STATEMENT  OF  CHANGES IN
  STOCKHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE
  30, 2003 (UNAUDITED)                                                3

  CONDENSED  CONSOLIDATED  STATEMENTS  OF CASH FLOWS
  FOR THE SIX  MONTHS  ENDED JUNE 30, 2003 AND 2002
  (UNAUDITED)                                                         4

  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
  STATEMENTS AS OF JUNE 30, 2003 (UNAUDITED)                         5-12

  ITEM 2. MANAGEMENT DISCUSSUIB AND ANALYSIS OR PLAN
  OF OPERATIONS                                                       12

  ITEM 3. CONTROLS AND PROCEDURES                                     16

  PART II - OTHER INFORMATION                                         16

  ITEM 1. LEGAL PROCEEDINGS                                           16

  ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                   16

  ITEM 3. DEFAULTS UPON SENIOR SECURITIES                             16

  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
  HOLDERS                                                             16

  ITEM 5. OTHER INFORMATION                                           16

  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                            16

  SIGNATURES                                                          17



<PAGE>



                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 2003
                               -------------------
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                   ASSETS
CURRENT ASSETS
<S>                                                                                                                 <C>
 Cash                                                                                                               $         35
 Accounts receivable, net of allowance for doubtful accounts of $18,667                                                   49,792
 Prepaid expenses, media and other current assets                                                                        244,110
 Assets related to discontinued operations                                                                                 9,645
                                                                                                                    ------------
     Total Current Assets                                                                                                303,582
                                                                                                                    ------------

PROPERTY & EQUIPMENT - NET                                                                                                87,956
                                                                                                                    ------------

TOTAL ASSETS                                                                                                        $    391,538
                                                                                                                    ============

                                                  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
 Notes and loans payable - current portion                                                                          $    162,775
 Accounts payable and accrued expenses                                                                                 1,527,336
 Accrued compensation - officers                                                                                       1,655,238
 Deferred revenue                                                                                                          4,982
 Due to officer                                                                                                           76,418
 Capital lease obligation - current portion                                                                               33,540
 Liabilities related to discontinued operations                                                                       10,400,999
                                                                                                                    ------------
     Total Current Liabilities                                                                                        13,861,288
                                                                                                                    ------------

LONG-TERM LIABILITIES
 Notes and loans payable                                                                                                 581,950
                                                                                                                    ------------

TOTAL LIABILITIES                                                                                                     14,443,238
                                                                                                                    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
 Preferred stock, series A, $.001 par value, super convertible redeemable preferred stock,
  10,000,000 shares authorized, 0 shares issued and outstanding                                                                -
 Preferred stock, series B, $.001 par value, super convertible redeemable preferred stock, 100
  shares authorized, 100 shares issued and outstanding                                                                         1
 Common stock, $.001 par value, 20,000,000,000 shares authorized 2,621,372,639 shares issued and
  outstanding                                                                                                          2,621,373
 Additional paid-in capital                                                                                           37,900,695
 Accumulated deficit                                                                                                 (52,047,527)
 Deferred stock based compensation                                                                                    (2,526,242)
                                                                                                                    ------------

     Total Stockholders' Deficiency                                                                                  (14,051,700)
                                                                                                                    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                                      $    391,538
                                                                                                                    ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                        1

<PAGE>



                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 -----------------------------------------------
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                       For The Three       For The Three      For The Six        For The Six
                                                        Months Ended       Months Ended       Months Ended       Months Ended
                                                       June 30, 2003       June 30, 2002     June 30, 2003      June 30, 2002
                                                       ---------------    ---------------    ---------------    ---------------
<S>                                                    <C>                <C>                <C>                <C>
REVENUES - NET                                         $             -    $       345,817    $        78,524    $       394,079
                                                       ---------------    ---------------    ---------------    ---------------

OPERATING EXPENSES
 Selling, general and administrative                         2,187,621          3,249,159          3,068,655          6,878,515
 Depreciation                                                    7,228              4,247             14,945              8,402
                                                       ---------------    ---------------    ---------------    ---------------
     Total Operating Expenses                                2,194,849          3,253,406          3,083,600          6,886,917
                                                       ---------------    ---------------    ---------------    ---------------

LOSS FROM OPERATIONS                                        (2,194,849)        (2,907,589)        (3,005,076)        (6,492,838)
                                                       ---------------    ---------------    ---------------    ---------------

OTHER INCOME (EXPENSE)
 Interest expense                                               (6,596)           (14,940)           (26,868)           (15,758)
 Interest income                                                     4                  -                  4                497
                                                       ---------------    ---------------    ---------------    ---------------
     Total Other Income (Expense)                               (6,592)           (14,940)           (26,864)           (15,261)
                                                       ---------------    ---------------    ---------------    ---------------

LOSS FROM CONTINUING OPERATIONS                             (2,201,441)        (2,922,529)        (3,031,940)        (6,508,099)

LOSS FROM DISCONTINUED OPERATIONS                                    -         (1,519,631)                 -         (2,266,216)
                                                       ---------------    ---------------    ---------------    ---------------

NET LOSS                                               $    (2,201,441)   $    (4,442,160)   $    (3,031,940)   $    (8,774,315)
                                                       ===============    ===============    ===============    ===============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED -
 CONTINUING OPERATIONS                                 $         (0.01)   $         (0.00)   $         (0.01)   $         (0.00)
                                                       ===============    ===============    ===============    ===============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED -
 DISCONTINUED OPERATIONS                               $             -   $              -    $             -    $             -
                                                       ===============    ===============    ===============    ===============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
 - BASIC AND DILUTED                                       401,045,409      4,779,526,961        404,079,671      4,070,037,306
                                                       ===============    ===============    ===============    ===============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                        2


<PAGE>



                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES ON STOCKHOLDERS' EQUITY
                     FOR THE SIX MONTHS ENDED JUNE 30, 2003
                     --------------------------------------
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                              Additional
                                 Preferred Stock          Common Stock          Paid-In
                                Shares   Amount       Shares         Amount     Capital
                               --------  ------  --------------  -----------  -----------

<S>                              <C>   <C>         <C>         <C>          <C>
Balance, December 31, 2002         100   $    1      3,819,639   $     3,819  $ 35,587,400

Stock issued for legal fees          -        -      6,245,000         6,245       868,055

Stock issued for consulting          -        -      6,570,000         6,570     1,150,475

Stock issued for wages               -        -        270,000           270        20,320

Stock issued for Board fees          -        -        631,000           631       219,869

Deferred stock compensation          -        -              -             -             -

Stock issued for legal fees          -        -     20,000,000        20,000        40,000

Stock issued for consulting          -        -  2,532,888,000     2,532,889        32,465

Stock issued for wages               -        -     51,000,000        51,000             -

Stock cancelled in association
 with Board fees                     -        -        (51,000)          (51)      (17,799

Deferred stock compensation          -        -              -             -             -

Amortization of deferred stock
 compensation                        -        -              -             -             -

Net loss                             -        -              -             -             -
                               --------  ------  -------------- ------------  ------------

BALANCE, JUNE 30, 2003            100         1  2,621,372,639     2,621,373    37,900,695
                               ========  ======  ============== ============  ============
</TABLE>



                                              Deferred Stock
                                Accumulated       Based
                                  Deficit     Compensation          Total
                               -------------  ------------- -----------------

Balance, December 31, 2002     $ (49,015,586) $          -  $    (13,424,366)

Stock issued for legal fees                -             -           874,300

Stock issued for consulting                -             -         1,157,045

Stock issued for wages                     -             -            20,500

Stock issued for Board fees                -             -           220,500

Deferred stock compensation                -      (933,280)         (933,280)

Stock issued for legal fees                -             -            60,000

Stock issued for consulting                -             -         2,565,353

Stock issued for wages                     -             -            51,000

Stock cancelled in association
 with Board fees                           -             -           (17,850)

Deferred stock compensation                -    (2,526,242)       (2,526,242)

Amortization of deferred stock
 compensation                              -       933,280           933,280

Net loss                          (3,031,940)            -        (3,031,940)
                               -------------  ------------    --------------

BALANCE, JUNE 30, 2003          (52,,047,526)     (2,526,242)     (14,051,700)
                               =============  ==============  ===============

See accompanying notes to condensed consolidated financial statements.

                                        3

<PAGE>



                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                             For the Six     For the Six
                                                                                            Months Ended     Months Ended
                                                                                            June 30, 2003   June 30, 2002
                                                                                            -------------   -------------
<S>                                                                                          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                                                    $(3,031,940)   $(8,774,316)
 Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
 Depreciation and amortization                                                                    16,946        178,491
 Provision for bad debt                                                                                -        594,000
 Loss on sale and retirement of fixed assets                                                           -        226,433
 Stock issued for compensation and services                                                    2,404,607      6,410,123
 Changes in operating assets and liabilities:
  (Increase) decrease in:
    Accounts receivable                                                                          (18,013)       911,562
    Prepaid expenses, media and other current assets                                              97,451        350,213
    Prepaid and refundable income taxes                                                                -       (364,233)
    Deposits                                                                                       4,576              -
  Increase (decrease) in:
    Accounts payable and accrued expenses                                                        (15,641)       261,524
    Accrued compensation - officers                                                              340,846        815,161
    Deferred revenue                                                                               4,982              -
                                                                                             -----------    -----------
         Net Cash (Used In) Provided By Operating Activities                                    (196,186)       608,958
                                                                                             -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Deposit for investment                                                                                -        (49,465)
 Payments for deposits                                                                                 -         (6,527)
 Purchase of property and equipment                                                                    -         (5,240)
 Payment for acquisition, net of cash acquired                                                         -       (513,719)
                                                                                             -----------    -----------
         Net Cash Used In Investing Activities                                                         -       (574,951)
                                                                                             -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Due to officer                                                                                  (36,426)             -
 Proceeds from notes and loans payable                                                           249,225              -
 Payment on notes and loans payable                                                                    -       (296,940)
 Cash overdraft (decrease) increase                                                              (11,782)       110,599
 Payments under capital lease obligation                                                          (4,796)             -
                                                                                             -----------    -----------
         Net Cash Provided By (Used In) Financing Activities                                     196,221       (186,341)
                                                                                             -----------    -----------

NET INCREASE (DECREASE) IN CASH                                                                       35       (152,334)

CASH - BEGINNING OF PERIOD                                                                             -        199,924
                                                                                             -----------    -----------

CASH - END OF PERIOD                                                                         $        35    $    47,590
                                                                                             ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid                                                                                $    26,868    $         -
                                                                                             ===========    ===========

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                        4

<PAGE>

NOTE 1 BASIS OF PRESENTATION

       On February 10, 2003, the stockholders of the Blagman Media
       International, Inc. approved an amendment to the articles of
       incorporation to change its name to Innovation Holdings, Inc.



       The accompanying unaudited condensed consolidated financial statements
       include the accounts of Innovation Holdings, Inc. and its subsidiaries
       (the "Company"). All significant inter-company transactions and balances
       have been eliminated in consolidation.



       The accompanying unaudited condensed consolidated financial statements
       have been prepared in accordance with accounting principles generally
       accepted in the United States of America and the rules and regulations of
       the Securities and Exchange Commission for interim financial information.
       Accordingly, they do not include all the information necessary for a
       comprehensive presentation of financial position and results of
       operations.


       It is management's opinion, however, that all material adjustments
       (consisting of normal recurring adjustments) have been made which are
       necessary for a fair financial statement presentation. The results for
       the interim period are not necessarily indicative of the results to be
       expected for the year.

       The accompanying condensed consolidated financial statements and the
       information included under the heading "Management's Discussion and
       Analysis or Plan of Operation" should be read in conjunction with the
       Company's Annual Report Form 10-KSB for the year ended December 31, 2002,
       filed on May 16, 2003.

       In preparing financial statements in conformity with generally accepted
       accounting principles, management is required to make estimates and
       assumptions that affect the reported amounts of assets and liabilities
       and the disclosure of contingent assets and liabilities at the date of
       the financial statements and revenues and expenses during the reported
       period. Actual results could differ from those estimates.


                                       5
<PAGE>

       Certain reclassifications have been made to the prior period consolidated
       financial statements to conform to the current presentation.


NOTE 2 RECENT ACCOUNTING PRONOUNCEMENTS

       In April 2003, the Financial Accounting Standards Board ("FASB") issued
       Statement of Financial Accounting Standards ("SFAS") No. 149, "Amendment
       of Statement 133 on Derivative Instruments and Hedging Activities". SFAS
       No. 149 amends and clarifies financial accounting and reporting for
       derivative instruments, including certain derivative instruments embedded
       in other contracts (collectively referred to as derivatives) and for
       hedging activities under SFAS No. 133, "Accounting for Derivative
       Instruments and Hedging Activities". The changes in SFAS No. 149 improve
       financial reporting by requiring that contracts with comparable
       characteristics be accounted for similarly. This statement is effective
       for contracts entered into or modified after June 30, 2003 and all of its
       provisions should be applied prospectively.

       The FASB has issued SFAS No. 150, "Accounting for Certain Financial
       Instruments with Characteristics of both Liabilities and Equity." The
       Statement improves the accounting for certain financial instruments that,
       under previous guidance, issuers could account for as equity. The new
       Statement requires that those instruments be classified as liabilities in
       statements of financial position.

       SFAS No. 150 affects the issuer's accounting for three types of
       freestanding financial instruments. One type is mandatorily redeemable
       shares, which the issuing company is obligated to buy back in exchange
       for cash or other assets. A second type, which includes put options and
       forward purchase contracts, involves instruments that do or may require
       the issuer to buy back some of its shares in exchange for cash or other
       assets. The third type of instruments that are liabilities under this
       Statement is obligations that can be settled with shares, the monetary
       value of which is fixed, tied solely or predominantly to a variable such
       as a market index, or varies inversely with the value of the issuers'
       shares. SFAS No. 150 does not apply to features embedded in a financial
       instrument that is not a derivative in its entirety.

       In addition to its requirements for the classification and measurement of
       financial instruments in its scope, SFAS No. 150 also requires
       disclosures about alternative ways of settling the instruments and the
       capital structure of entities, all of whose shares are mandatorily
       redeemable. Most of the guidance in SFAS No. 150 is effective for all
       financial instruments entered into or modified after May 31, 2003, and
       otherwise is effective at the beginning of the first interim period
       beginning after June 15, 2003. For private companies, mandatorily
       redeemable financial instruments are subject to the provisions of this
       Statement for the fiscal period beginning after December 15, 2003.

       Management does not expect the impact from the adoption of these
       statements to have a material impact on the Company's consolidated
       financial position or results of operations.


                                       6
<PAGE>

NOTE 3 DISCONTINUED OPERATIONS

       Pursuant to an Agreement and Plan of Reorganization dated March 4, 2002,
       effective March 22, 2002, the Company acquired 100% of the outstanding
       stock of Century Media, Inc., a California corporation ("Century") by
       merging Blagman USA, Inc., into Century. Pursuant to the transaction, the
       Company acquired all of the capital stock of Century for cash and common
       stock of the Company, assumed current debt obligations and unexercised
       option and stock appreciation rights of Century and assumed accrued and
       ongoing trade and other ordinary course obligations and relationships.
       Prior to the closing, the parties negotiated with the holders of portions
       of the outstanding Century debt to restructure the term and payments of
       such debt and in certain cases, to allow for the issuance of shares of
       common stock of the Company in lieu of cash payments. Currently, the
       Company remains obligated on certain contingent obligations including
       $1.25 million from the TMT Media Corporation acquisition by Century in
       2000.

       At closing, holders of Century shares received twenty cents per Century
       share, of which two and one-half cents was payable in cash and the
       balance of seventeen and one-half cents was payable by the delivery of
       shares of common stock of the Company, for a total of $903,292 and 14,377
       options.

       In relation to the acquisition, the Company recorded goodwill in the
       amount of $3,048,484, of which $2,321,360 was on the balance sheet of
       Century Media on the acquisition date, and recorded an intangible asset
       of $5,855,286 related to the customer list acquired. The Company
       evaluated the customer list and assigned it a three-year life.

       The Company's management performs on-going business reviews based on
       quantitative and qualitative measures and assesses the need to record
       impairment losses when impairment indicators are identified. In the third
       quarter of 2002, the review made by management of the Company determined
       that the goodwill related to Century's business and the customer list
       acquired in the acquisition were not recoverable. The Company then
       recorded impairment charges of $3,048,484 and $5,599,007 (net of
       amortization) related to the goodwill and customer list, respectively.

       In December 2002, management of the Company determined that it would no
       longer invest its capital and human resources into Century and entered
       into a plan to discontinue and abandon the operations of Century.
       Effective with the fourth quarter of 2002, this operating entity is
       reflected as a discontinued operation.

       For the six months ended June 30, 2003, Century was not operating and
       therefore did not have any revenues or operating expenses. For the period
       from acquisition to June 30, 2002, revenues and loss from discontinued
       operations were as follows:

       Revenues                                                $      3,327,609
       Net loss from discontinued operations                   $      2,266,216



                                       7
<PAGE>

       Assets and liabilities of the discontinued operations as of June 30, 2003
       were as follows:

       Assets
        Cash                                                   $            313
        Prepaid expenses                                                  7,005
        Deposits                                                          2,327
                                                                 ---------------
            Total Assets                                       $          9,645
                                                                 ---------------

       Liabilities
        Accounts payable                                       $      5,606,399
        Accrued expenses                                              1,113,699
        Deferred revenue                                              1,364,866
        Notes payable                                                 2,286,755
        Capital lease obligation                                         29,280
                                                                 ---------------
            Total Liabilities                                        10,400,999
                                                                 ---------------

       Net liabilities of discontinued operations              $     10,391,354
                                                                 ===============

       The creditors of Century Media have filed various actions for breach of
       contract. The actions arose out of obligations incurred by Century Media
       prior to the merger with the Company. The Company disputes these claims
       and is actively seeking to resolve these matters.

NOTE 4 NOTES AND LOANS PAYABLE

<TABLE>
<CAPTION>
       The following schedule reflects notes and loans payable as of June 30,
       2003:

<S>                                                                                          <C>
       Note  payable,  interest  at 6% due March 31,  2001.  The holder of the note is           $          50,000
        currently not demanding payment and the note continues to accrue interest.

       Note payable - related party, interest at 6%, due March 30, 2006                                    163,500

       Note payable - stockholder, interest at 6%, due April 2, 2006                                        85,000

       Note payable - stockholder, interest at 6%, due April 9, 2006                                       197,000

       Note payable, interest at 3.8%, due January 10, 2004                                                 86,450

       Note payable, interest at 4%, due January 27, 2004                                                   24,700

       Note payable, interest at 2.8%, principal and interest due February 11, 2004                         10,000

       Note payable,  interest at 4%,  principal and interest due April 2, 2004,  face
        amount $45,000                                                                                      33,075

       Note payable,  interest at 4%,  principal and interest due June 24, 2004,  face
        amount $100,000                                                                                     95,000
                                                                                                 -------------------
                                                                                                           744,725
       Less current portion                                                                               (162,775)
                                                                                                 -------------------
       Notes and loans payable                                                                   $         581,950
                                                                                                 ===================
</TABLE>

                                       8
<PAGE>

       On January 10, 2003, the Company entered into a note payable whereby the
       lender agreed to fund the Company on an as needed basis up to $100,000 at
       an interest rate of 3.8% per annum. Principal and interest are due no
       later than January 10, 2004.

       On January 27, 2003, the Company entered into a note payable whereby the
       lender agreed to fund the Company on an as needed basis up to $75,000 at
       an interest rate of 4% per annum. Principal and interest are due no later
       than January 27, 2004.

       On June 24, 2003, the Company entered into a note payable whereby the
       lender agreed to fund the Company on an as needed basis up to $100,000 at
       an interest rate of 4% per annum. Principal and interest are due no later
       than June 24, 2004.

       On April 2, 2003, the Company entered into a note payable whereby the
       lender agreed to fund the Company on an as needed basis up to $45,000 at
       an interest rate of 4% per annum. Principal and interest are due no later
       than April 2, 2004.

NOTE 5 STOCKHOLDERS' DEFICIENCY

       In February 2003, the Board of Directors authorized a 5,000 for 1 reverse
       stock split. All share and per share amounts in the accompanying
       condensed consolidated financial statements and footnotes have been
       restated to give effect to such reverse stock split.

       In March 2003 and on May 5, 2003, 6,245,000 and 20,000,000 shares of
       common stock were issued to the Company's attorney for services valued at
       $934,300. The amount has been expenses to selling, general and
       administrative expenses in the accompanying condensed consolidated
       statement of operations for the six months ended June 30, 2003. The fair
       value of the issued shares was based upon the market price of the
       Company's stock on the date of grant.

       During the six months ended June 30, 2003, the Company issued
       2,536,658,534 shares of common stock for consulting services valued at $
       3,697,198. The fair value of the issued shares was based upon the market
       price of the Company's stock on the date of grant. Of the total value,
       $1,284,256 has been expensed to selling, general and administrative
       expenses in the accompanying condensed consolidated statement of
       operations for the six months ended June 30, 2003 and $2,526,242 is
       presented as deferred stock based compensation in the accompanying
       condensed consolidated balance sheet.

       During the six months ended June 30, 2003, the Company issued
       approximately 6,300,000 shares of restricted common stock to the Chief
       Executive Officer and subsequently cancelled and rescinded the issuance.
       Accordingly, the Company has not included these shares in its equity. The
       Company also issued 630,000 shares of common stock to three directors of
       the Company for services valued at $220,500. The fair value of the issued
       shares was based upon the market price of the Company's stock on the date
       of grant. The amount was expensed to selling, general and administrative
       expenses in the accompanying condensed statement of operations for the
       six months ended June 30, 2003.

       During the six months ended June 30, 2003 the Company issued 51 million
       shares of common stock for employee bonus compensation valued at $49,000.
       The fair value of the issued shares was based upon the market price of
       the Company's stock on the date of grant. The amount was expensed to
       selling, general and administrative expenses in the accompanying
       condensed statement of operations for the six months ended June 30, 2003.


                                       9
<PAGE>

       Pursuant to the terms and conditions of two separate trust agreements,
       shares of the Company's common stock were transferred in trust to an
       attorney who will act as trustee of the Innovative Holdings, Inc.
       Shareholder and Creditor Trusts ("Shareholder Trust" or "Creditor
       Trust"). In addition to the shares, the Company has assigned to the
       trusts the results and possible proceeds of pending future litigation.

       The Shareholder Trust has been established to respond to the Company's
       concern that shareholders of record as of January 1, 2002 through July
       31, 2002 were adversely affected by the action of outside parties
       effecting the share price and value of the Company throughout these
       dates. The Company intends to provide some measure of compensation to its
       shareholders for their related losses.

       The Creditor Trust has been established to return the maximum amount to
       Century Media's creditors (assumed by the Company as a result of the
       Century Media acquisition) and to allow the Company to continue to
       operate without interruption.

       Following the submission of claims and validation of such claims, the
       trustee will liquidate the trust property and distribute the proceeds to
       the trust beneficiaries in a manner the trustee deems most beneficial.

       During the quarter ended June 30, 2003, the Company issued 1 billion
       shares of restricted stock to the trusts. The trust shares are not
       included in the outstanding shares because they are being held in escrow
       by the trustee. Additional stock will be required to be issued to achieve
       this financial goal (See Note 9).

NOTE 6 LITIGATION

       The Company is a party to a number of lawsuits and claims, which have
       been disclosed in the Company's Form 10-KSB for the year ended December
       31, 2002 filed on May 16, 2003. In the opinion of management and external
       legal counsel, the status of the pending lawsuits and claims have not
       materially changed from what was disclosed in the Company's Form 10-KSB.


                                       10
<PAGE>

NOTE 7 CAPITAL LEASE OBLIGATIONS

       The Company is in default of its capital lease agreement at June 30,
       2003. The Company is also in discussions with the lessor to settle the
       matter. The entire amount due under the lease has been classified as
       current in the accompanying condensed consolidated balance sheet.

NOTE 8 GOING CONCERN

       The Company's condensed consolidated financial statements for the six
       months ended June 30, 2003 have been prepared on a going concern basis,
       which contemplated the realization of assets and the satisfaction of
       liabilities and commitments in the normal course of business. The Company
       incurred a net loss of $3,031,940 and a negative cash flow from
       operations of $196,186 for the six months ended June 30, 2003, and has a
       working capital deficiency of $13,557,706 and a stockholders deficiency
       of $14,051,700 as of June 30, 2003. The Company's working capital
       deficiency as of June 30, 2003 may not enable it to meet such objectives
       as presently structured. The condensed consolidated financial statements
       do not include any adjustments that might result from the outcome of this
       uncertainty.

       The ability of the Company to continue as a going concern is dependent on
       the Company's ability to raise additional capital, and implement its
       business plan. Management believes that actions presently taken to obtain
       additional funding provide the opportunity for the Company to continue as
       a going concern. The Company is also actively seeking businesses to
       acquire.


NOTE 9 SUBSEQUENT EVENTS

       During August 2003, the Company issued an additional 2 billion shares of
       restricted stock that were also placed in trust for the sole purpose of
       the shareholder fund previously discussed in Note 5.



                                       11
<PAGE>



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.

                                       12
<PAGE>

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

NET REVENUES

Net Revenues (principally from advertising placements, commissions and revenue
sharing arrangements) for the six months ended June 30, 2003 as compared to the
six months ended June 30, 2002 decreased from $394,079 to $78,524. The decrease
in revenues is attributed to the Company's inability to continue to outsource
functions and service clients with reduced staffing.

OPERATING EXPENSES


Total operating expenses decreased from $6,886,917 in 2002 to $3,083,600 in
2003. Included in operating expenses are general and administrative expenses
which decreased from $6,878,515 for the six month period ended June 30, 2002 to
$3,068,655 for the six month period ended June 30, 2003.

The total net loss of the Company in 2003 was $3,031,940 compared to $8,774,315
for 2002.

OTHER INCOME (EXPENSES)

Other income expenses increased from $15,758 in 2002 to $26,868 in 2003,
primarily due to interest expense incurred from additional costs the Company has
incurred.

LIQUIDITY AND CAPITAL RESOURCES


For the six months ended June 30, 2003, the Company's available cash decreased
significantly. In connection with the various initiatives proposed 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
it's 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.

Throughout 2002 and in the current quarter, the market price of our common
shares has continued to dropped 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 and, more recently, 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.

                                       13
<PAGE>

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.


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.


The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.


NEW ACCOUNTING PRONOUNCEMENTS

In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities". SFAS No. 149
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for hedging activities
under SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities". The changes in SFAS No. 149 improve financial reporting by
requiring that contracts with comparable characteristics be accounted for
similarly. This statement is effective for contracts entered into or modified
after June 30, 2003 and all of its provisions should be applied prospectively.

The FASB has issued SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity." The Statement improves the
accounting for certain financial instruments that, under previous guidance,
issuers could account for as equity. The new Statement requires that those
instruments be classified as liabilities in statements of financial position.


SFAS No. 150 affects the issuer's accounting for three types of freestanding
financial instruments. One type is mandatorily redeemable shares, which the
issuing company is obligated to buy back in exchange for cash or other assets. A
second type, which includes put options and forward purchase contracts, involves
instruments that do or may require the issuer to buy back some of its shares in
exchange for cash or other assets. The third type of instruments that are
liabilities under this Statement is obligations that can be settled with shares,
the monetary value of which is fixed, tied solely or predominantly to a variable
such as a market index, or varies inversely with the value of the issuers'
shares. SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety.

In addition to its requirements for the classification and measurement of
financial instruments in its scope, SFAS No. 150 also requires disclosures about
alternative ways of settling the instruments and the capital structure of
entities, all of whose shares are mandatorily redeemable. Most of the guidance
in SFAS No. 150 is effective for all financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. For private companies,
mandatorily redeemable financial instruments are subject to the provisions of
this Statement for the fiscal period beginning after December 15, 2003.

Management does not expect the impact from the pronouncements in these
statements to have a material impact on the Company's consolidated financial
position or results of operations.

FORWARD-LOOKING STATEMENTS


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.


                                       14
<PAGE>

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:

REVENUE RECOGNITION

The Company recognizes revenue from the sale of media time to advertising
clients when the related advertisement is broadcasted. 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 earns commissions in connection with the
procurement of media time on behalf of advertising clients. 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.

GOODWILL

In July 2001, the FASB issued SFAS No. 142, 'Goodwill and Other Intangible
Assets,' which was required to be adopted for fiscal 2002. SFAS No. 142
established accounting and reporting standards for goodwill and intangible
assets resulting from business combinations. SFAS No. 142 included provisions
discontinuing the periodic amortization of, and requiring the assessment of the
potential impairments of, goodwill (and intangible assets deemed to have
indefinite lives). As SFAS No. 142 replaced the measurement guidelines for
goodwill impairment, goodwill not considered impaired under previous accounting
literature may be considered impaired under SFAS No. 142. SFAS No. 142 also
required that the Company complete a two-step goodwill impairment test. The
first step compared the fair value of each reporting unit to its carrying
amount, including goodwill. If the fair value of a reporting unit exceeded its
carrying amount, goodwill is not considered to be impaired and the second step
was not required. SFAS 142 required completion of this first step within the
first six months of initial adoption and annually thereafter. If the carrying
amount of a reporting unit exceeded its fair value, the second step is performed
to measure the amount of impairment loss. The second step compared the implied
fair value of goodwill to the carrying value of a reporting unit's goodwill. The
implied fair value of goodwill is determined in a manner similar to accounting
for a business combination with the allocation of the assessed fair value
determined in the first step to the assets and liabilities of the reporting
unit. The excess of the fair value of the reporting unit over the amounts
assigned to the assets and liabilities is the implied fair value of goodwill.
This allocation process was only performed for purposes of evaluating goodwill
impairment and did not result in an entry to adjust the value of any assets or
liabilities. An impairment loss is recognized for any excess in the carrying
value of goodwill over the implied fair value of goodwill. Upon the initial
adoption, any impairment loss identified was presented as a change in accounting
principle, net of applicable income tax benefit, and recorded as of the
beginning of that year. Subsequent to the initial adoption, any impairment loss
recognized would be recorded as a charge to income from operations.

ASSET IMPAIRMENT

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
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.


                                       15
<PAGE>

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.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

The Registrant carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to Rule 13a-14
under the Securities and Exchange Act of 1934 ("Exchange Act"). This evaluation
was done under the supervision and with the participation of the Registrant's
President. Based upon that evaluation, they concluded that the Registrant's
disclosure controls and procedures are effective in gathering, analyzing and
disclosing information needed to satisfy the Registrant's disclosure obligations
under the Exchange Act.

(b) Changes in internal controls.

There were no significant changes in the Registrant's internal controls or in
its factors that could significantly affect those controls since the most recent
evaluation of such controls.

PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS.

There have been no material changes in any pending legal proceedings to include
on this report.

ITEM 2. CHANGES IN SECURITIES.

None.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.


None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


None.


ITEM 5. OTHER INFORMATION


None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits.

Exhibits included or incorporated by reference herein are set forth in the
attached Exhibit Index.

Reports on Form 8-K.

                                       16
<PAGE>

The Company made one filing on Form 8-K during the second quarter of the fiscal
year covered by this Form 10-QSB.

June 10, 2003              The Company disclosed on Form 8-K that it had engaged
                           the services of Catalyst Capital LLC, a financial
                           management consulting firm.


                                   SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Issuer has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                         INNOVATION HOLDINGS, INC.
                                         F/K/A BLAGMAN MEDIA
                                         INTERNATIONAL, INC.

Dated: September 25, 2003                /s/ ROBERT BLAGMAN
                                         --------------------------------
                                         Robert Blagman, President



                                       17
<PAGE>



                                  EXHIBIT LIST

2.11     Agreement and Plan of Reorganization (Incorporated by reference; Form
         8-K filed on March 11, 2002)

3.1      Articles of Incorporation (Incorporated by reference; Form 8-K of MNS
         Eagle Equity Group I, Inc. filed on April 27, 2000)

3.2      Bylaws (Incorporated by reference; Form 8-K of MNS Eagle Equity Group
         I, Inc. filed on April 27, 2000)

3.3      Certificate of Designation for Series B Convertible Preferred Stock
         (Incorporated by reference; Form 8-K of MNS Eagle Equity Group I, Inc.
         filed on April 27, 2000)

10.1     Employment Agreement with Robert Blagman (Incorporated by reference;
         Form 10-KSB/A filed on April 30, 2001)

10.2     Employment Agreement with Leslie Blagman (Incorporated by reference;
         Form 10-KSB/A filed on April 30, 2001)

10.3     Equity Line of Credit Agreement dated July 12, 2001 with GazelleGroup
         LLP and DRH Investment Company LLP (Incorporated by reference; Form
         SB-2/A filed on November 1, 2001)

10.4     Registration Rights Agreement dated July 12, 2001 with GazelleGroup LLP
         and DRH Investment Company LLP (Incorporated by reference; Form SB-2/A
         filed on November 1, 2001)

10.5     Securities Purchase Agreement dated July 12, 2001 with certain named
         buyers (Incorporated by reference; Form SB-2/A filed on November 1,
         2001)

10.6     Placement Agent Agreement dated July 12, 2001 with May Davis Group,
         Inc. (Incorporated by reference; Form SB-2/A filed on November 1, 2001)

10.7     Registration Rights Agreement dated July 12, 2001 with certain named
         persons (Incorporated by reference; Form SB-2/A filed on November 1,
         2001)

10.8     2000 Employee Stock Compensation Plan (Incorporated by reference; Form
         S-8 for MNS Eagle Equity Group I, Inc. filed on September 11, 2000)

10.9     2001 Employee Stock Option Plan (Incorporated by reference; Form S-8
         filed on August 27, 2001)

21.1     List of Subsidiaries (Incorporated by reference, Form 10KSB, as amended
         filed on April 15, 2002)

31       Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
         (filed herewith)


32       Certification Pursuant to 18 U.S. C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes Oxley Act of 2002 (filed herewith)



                                       18