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 September, 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: 10,356,047,473 shares of common stock
as of September 2003.

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



<PAGE>




                                TABLE OF CONTENTS

<TABLE>
PART I - FINANCIAL INFORMATION                                                           PAGE
<S>                                                                                      <C>
ITEM 1. FINANCIAL STATEMENTS                                                              3

CONDENSED Consolidated Balance Sheet As Of SEPTEMBER 30, 2003 (Unaudited)                 5

CONDENSED CONSOLIDATED Statements Of Operations For The Three AND NINE Months Ended
SEPTEMBER 30, 2003 And 2002 (Unaudited)                                                   6

CONDENSED CONSOLIDATED Statements Of Cash Flows For The NINE Months Ended SEPTEMBER
30, 2003 And 2002 (Unaudited)                                                             7

Notes To CONDENSED CONSOLIDATED Financial Statements As Of SEPTEMBER 30, 2003
(Unaudited)                                                                               9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS                       18

ITEM 3. CONTROLS AND PROCEDURES                                                          23

PART II - OTHER INFORMATION                                                              23

ITEM 1. LEGAL PROCEEDINGS                                                                23

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                        24

ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                  24

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                              24

ITEM 5. OTHER INFORMATION                                                                24

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                 24

SIGNATURES                                                                               25

CERTIFICATIONS                                                                           26
</TABLE>




                                       2
<PAGE>


                            INNOVATION HOLDINGS, INC.
                                AND SUBSIDIARIES
                             (FORMERLY BLAGMAN MEDIA
                              INTERNATIONAL, INC.)
                             CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003



<PAGE>






                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)



                                    CONTENTS


<TABLE>
<S>                          <C>
PAGE                1        CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2003 (UNAUDITED)

PAGE                2        CONDENSED  CONSOLIDATED  STATEMENTS OF OPERATIONS  FOR THE THREE AND NINE MONTHS ENDED
                             SEPTEMBER 30, 2003 AND 2002 (UNAUDITED)

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

PAGE                4        CONDENSED  CONSOLIDATED  STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED  SEPTEMBER
                             30, 2003 AND 2002 (UNAUDITED)

PAGES             5 - 13     NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS  AS OF  SEPTEMBER  30,  2003
                             (UNAUDITED)
</TABLE>



<PAGE>



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



<TABLE>
<CAPTION>
                                     ASSETS
Current assets
<S>                                                                                      <C>
 Cash                                                                                    $          2
 Prepaid expenses, media and other current assets                                             236,419
 Assets related to discontinued operations                                                      9,645
                                                                                         ------------
     Total Current Assets                                                                     246,066
                                                                                         ------------

PROPERTY & EQUIPMENT - NET                                                                     80,843
                                                                                         ------------

OTHER ASSETS
 License agreement                                                                            149,468
                                                                                         ------------

TOTAL ASSETS                                                                             $    476,377
                                                                                         ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
 Notes and loans payable - current portion                                               $    352,225
 Accounts payable and accrued expenses                                                      1,877,743
 Accrued compensation - officers                                                            1,766,844
 Due to officer                                                                                49,591
 Capital lease obligation - current portion                                                    33,540
 Liabilities related to discontinued operations                                            10,400,999
                                                                                         ------------
     Total Current Liabilities                                                             14,480,942
                                                                                         ------------

LONG-TERM LIABILITIES
 Notes and loans payable - long-term portion                                                  445,500
                                                                                         ------------

Total Liabilities                                                                          14,926,442
                                                                                         ------------

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 10,356,047,473
  shares issued and outstanding                                                            10,356,047
 Additional paid-in capital                                                                30,951,888
 Accumulated deficit                                                                      (54,158,117)
 Deferred stock based compensation                                                         (1,599,884)
                                                                                         ------------

     Total Stockholders' Deficiency                                                       (14,450,065)
                                                                                         ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                           $    476,377
                                                                                         ============
</TABLE>


<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 Nine        For The Nine
                                                         Months Ended        Months Ended        Months Ended        Months Ended
                                                        September 30,        September 30,       September 30,       September 30,
                                                             2003                2002                2003                2002
                                                        ---------------     ---------------     ---------------     ---------------
<S>                                                     <C>                 <C>                 <C>                 <C>
REVENUES - NET                                          $         5,128     $       (17,062)    $        83,652     $       377,017
                                                        ---------------     ---------------     ---------------     ---------------

OPERATING EXPENSES
 Selling, general and administrative                          2,098,267           3,380,729           5,166,921          10,259,244
 Depreciation                                                     7,113               8,695              22,059              17,097
                                                        ---------------     ---------------     ---------------     ---------------
     Total Operating Expenses                                 2,105,380           3,389,424           5,188,980          10,276,341
                                                        ---------------     ---------------     ---------------     ---------------

LOSS FROM OPERATIONS                                         (2,100,252)         (3,406,486)         (5,105,328)         (9,899,324)
                                                        ---------------     ---------------     ---------------     ---------------

OTHER INCOME (EXPENSE)
 Interest expense                                               (10,249)            (12,725)            (37,117)            (30,483)
 Interest income                                                     --                  28                   4                 525
                                                        ---------------     ---------------     ---------------     ---------------
     Total Other Expense                                        (10,249)            (12,697)            (37,113)            (29,958)
                                                        ---------------     ---------------     ---------------     ---------------

LOSS FROM CONTINUING OPERATIONS                              (2,110,501)         (3,419,183)         (5,142,441)         (9,929,282)

LOSS FROM DISCONTINUED OPERATIONS                                    --          (9,585,135)                 --         (11,851,351)
                                                        ---------------     ---------------     ---------------     ---------------

NET LOSS                                                $    (2,110,501)    $   (13,004,318)    $    (5,142,441)    $   (21,780,633)
                                                        ===============     ===============     ===============     ===============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED -
 CONTINUING OPERATIONS                                  $         (0.00)    $         (2.40)    $         (0.00)    $         (9.60)
                                                        ===============     ===============     ===============     ===============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED -
 DISCONTINUED OPERATIONS                                $            --     $         (6.70)    $            --     $        (11.50)
                                                        ===============     ===============     ===============     ===============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
 - BASIC AND DILUTED                                      7,230,008,520           1,429,477       1,155,511,877           1,024,566
                                                        ===============     ===============     ===============     ===============
</TABLE>



<PAGE>



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


<TABLE>
<CAPTION>
                                                                               Additional                 Deferred
                              Preferred Stock            Common Stock           Paid-In    Accumulated   Stock Based
                              Shares   Amount        Shares        Amount       Capital      Deficit    Compensation      Total
                              ------ ---------- --------------- -----------   -----------  ------------  -----------   ------------
<S>                           <C>    <C>        <C>             <C>           <C>          <C>           <C>           <C>
Balance, December 31, 2002       100 $        1       3,819,639 $     3,819   $35,587,400  $(49,015,676) $        --   $(13,424,456)

Stock issued for legal fees       --         --     526,245,000     526,245       458,055            --           --        984,300

Stock issued for consulting       --         --   8,176,657,534   8,176,658    (3,905,860)           --           --      4,270,798

Stock issued for wages            --         --     151,270,000     151,270       (69,680)           --           --         81,500

Stock issued for Board fees       --         --         631,000         631       219,869            --           --        220,500

Stock issued for license fees     --         --   1,494,675,300   1,494,675    (1,345,207)           --           --        149,468

Stock issued for settlement of
  accounts payable                --         --       2,800,000       2,800        25,200            --           --         28,000

Stock cancelled in association
 with Board fees                  --         --         (51,000)        (51)      (17,799)           --           --        (17,850)

Deferred stock compensation       --         --              --          --            --            --   (4,010,122)    (4,010,122)

Amortization of deferred stock
 compensation                     --         --              --          --            --            --    2,410,238      2,410,238

Net loss                          --         --              --          --            --    (5,142,441)          --     (5,142,441)
                              ------ ---------- --------------- -----------   -----------  ------------  -----------   ------------
BALANCE,
 SEPTEMBER 30, 2003              100 $        1  10,356,047,473 $10,356,047   $30,951,888  $(54,158,117) $(1,599,884)  $(14,450,065)
                              ====== ========== =============== ===========   ===========  ============  ===========   ============
</TABLE>


<PAGE>

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



<TABLE>
<CAPTION>
                                                                                 For the Nine          For the Nine
                                                                                 Months Ended          Months Ended
                                                                                 September 30,         September 30,
                                                                                      2003                 2002
                                                                                  -----------          -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                               <C>                  <C>
 Net loss from continuing operations                                              $(5,142,441)         $(9,929,282)
 Adjustments to reconcile net loss from continuing operations to net cash
  (used in) provided by operating activities:
  Depreciation and amortization                                                        22,059               17,097
  Provision for bad debt                                                               75,147                   --
  Stock issued for compensation and services                                        3,939,274            8,601,715
 Changes in operating assets and liabilities:
  (Increase) decrease in:
    Accounts receivable                                                               (43,368)             (22,929)
    Prepaid expenses, media and other current assets                                  105,142             (126,696)
    Deposits                                                                            4,576              (17,580)
  Increase (decrease) in:
    Accounts payable and accrued expenses                                             364,767            1,388,019
    Accrued compensation - officers                                                   452,452              436,603
    Deferred revenue                                                                       --             (240,000)
                                                                                  -----------          -----------
         Net Cash (Used In) Provided By Operating Activities                         (222,392)             106,947
                                                                                  -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                                                        --              (61,263)
 Payment for acquisition, net of cash acquired                                             --             (367,213)
                                                                                  -----------          -----------
         Net Cash Used In Investing Activities                                             --             (428,476)
                                                                                  -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Due to officer                                                                       (63,253)             119,000
 Proceeds from notes and loans payable                                                302,225                   --
 Cash overdraft (decrease) increase                                                   (11,782)                  --
 Capital lease obligation                                                              (4,796)              43,007
                                                                                  -----------          -----------
         Net Cash Provided By (Used In) Financing Activities                          222,394              162,007
                                                                                  -----------          -----------

NET INCREASE (DECREASE) IN CASH                                                             2             (159,522)
Cash - beginning of Period                                                                 --              199,924
                                                                                  -----------          -----------
Cash - end of Period                                                              $         2          $    40,402
                                                                                  ===========          ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid                                                                     $        --          $    97,563
                                                                                  ===========          ===========
</TABLE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the period ended  September 30, 2003, the Company  entered into a license
agreement with a value of $149,468 paid by the issuance of 1,494,675,300  shares
of  common  stock  valued at the fair  market  value of the stock on the date of
grant.

During the period  ended  September  30,  2003,  the Company  settled  $2,000 of
accrued  payroll  by giving the  employee  a  computer  with a net book value of
$2,000.


<PAGE>



                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                            ------------------------
                                   (UNAUDITED)


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.

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

       Net loss per common share for the three and nine months  ended  September
       30,  2003 and 2002 is computed  based upon the  weighted  average  common
       shares outstanding as defined by Financial  Accounting Standards No. 128,
       "Earnings Per Share".  All share and per share amounts have been restated
       to give effect to a 5,000 for 1 reverse stock split in February 2003.



<PAGE>

                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                            ------------------------
                                   (UNAUDITED)


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  September 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.

<PAGE>

                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                            ------------------------
                                   (UNAUDITED)

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

<PAGE>

                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                            ------------------------
                                   (UNAUDITED)


<TABLE>
<CAPTION>
<S>                                                                               <C>
Revenues                                                                          $ 3,566,947
Net loss from discontinued operations                                             $ 5,290,313

Assets and liabilities of the discontinued operations as of September 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
                                                                                  ===========
</TABLE>


       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

       The following  schedule  reflects notes and loans payable as of September
       30, 2003:

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

       $163,500 note payable, interest at 6%, principal and interest due March 30, 2006                    163,500

       $85,000 note payable - stockholder,  interest at 6%,  principal and interest due
        April 2, 2006                                                                                       85,000
</TABLE>

<PAGE>

                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                            ------------------------
                                   (UNAUDITED)


<TABLE>
<S>                                                                                                       <C>
       $197,000 note payable - stockholder,  interest at 6%, principal and interest due
        April 9, 2006                                                                                      197,000

       $100,000 note payable, interest at 3.8%, principal and interest due January 10, 2004                 93,450

       $75,000 note payable, interest at 4%, principal and interest due January 27, 2004                    33,700

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

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

       $112,000 note payable,  interest at 4%, principal and interest due June 24, 2004, face
        amount $112,000                                                                                    112,000

       $20,000 note payable, interest at 4%, principal and interest due September 8, 2004                   20,000
                                                                                                    ----------------
                                                                                                           797,725
       Less: current portion                                                                              (352,225)
                                                                                                    ----------------

       Notes and loans payable - long-term portion                                                  $      445,500
                                                                                                    ================
</TABLE>


       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 February 11, 2003, the Company entered into a note payable whereby the
       lender  agreed to fund the Company on an as needed basis up to $10,000 at
       an interest  rate of 2.8% per annum.  Principal  and  interest are due no
       later than February 11, 2004.



<PAGE>


                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                            ------------------------
                                   (UNAUDITED)


       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 $112,000 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.

       On September 8, 2003, the Company entered into a note payable whereby the
       lender  agreed to fund the Company on an as needed basis up to $20,000 at
       an interest rate of 4% per annum. Principal and interest are due no later
       than September 8, 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,
       respectively,  of common stock were issued to the Company's  attorney for
       services  valued at  $934,300.  The amount has been  expensed to selling,
       general  and  administrative   expenses  in  the  accompanying  condensed
       consolidated  statement of operations for the nine months ended September
       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 nine months  ended  September  30,  2003,  the Company  issued
       8,179,458,000  shares of common stock for consulting  services  valued at
       $4,297,998. 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,
       $2,698,114  has been  expensed  to selling,  general  and  administrative
       expenses  in  the  accompanying   condensed   consolidated  statement  of
       operations for the nine months ended September 30, 2003 and $1,599,884 is
       presented  as  deferred  stock  based  compensation  in the  accompanying
       condensed consolidated balance sheet.

       During the nine months  ended  September  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 631,000 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
       nine months  ended  September  30,  2003.  During the nine  months  ended
       September 30, 2003, the Company issued 151,270,000 shares of common stock
       for employee bonus compensation valued at $81,590.  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 nine months ended September 30, 2003.


<PAGE>

                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                            ------------------------
                                   (UNAUDITED)


       During the nine  months  ended  September  30,  2003 the  Company  issued
       1,494,675,300  shares of restricted common stock to an unrelated party as
       consideration  for a  license  agreement  entered  into on June 28,  2003
       valued at  $149,468.  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 included in other assets in the accompanying  condensed  consolidated
       balance sheet as of September 30, 2003.

       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 September 30, 2003, the Company issued 2 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).



<PAGE>

                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                            ------------------------
                                   (UNAUDITED)


       On August 18, 2003, the Company issued 500,000,000 shares of common stock
       valued at $50,000 to an attorney for services rendered in connection with
       the establishment of the trust  agreements.  The fair value of the shares
       issued was based upon the market price of the  Company's  common stock on
       the date of grant.

NOTE 6 LITIGATION

       On November 11, 2003, the Company reached a settlement with a corporation
       as a result of a claim brought  against the corporation by the Company on
       May 6, 2002 and a cross  complaint  filed by the  corporation on June 14,
       2002. As part of the terms and conditions of the settlement,  the Company
       will pay to the  corporation  $260,000 and 10% simple  interest  over one
       year.  This will be  accomplished  by the issuance of 1 billion shares of
       free  trading  stock 30 days after the  execution of the  agreement.  The
       shares  will be held in a trust  account  for the  purpose of selling the
       stock and paying the corporation on a continuous  basis. In the event the
       Company does not pay the  corporation  the total amount of the settlement
       on or  before  one  year  and 30  days  from  the  execution  date of the
       settlement agreement,  the corporation will enforce a stipulated judgment
       in the amount of $750,000 against the Company. The Company has recorded a
       liability  of  $260,000  as of  September  30,  2003 and this  amount  is
       included in accounts  payable  and accrued  expenses in the  accompanying
       condensed  consolidated  balance  sheet as of September  30, 2003.  As of
       December 23, 2003, the Company has not yet issued the  corporation  the 1
       billion shares as per the terms of the settlement.

       Other than the legal  settlement  discussed in the above  paragraph,  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.

NOTE 7 CAPITAL LEASE OBLIGATIONS

       The Company is in default of its capital lease agreement at September 30,
       2003.  The Company is also in  discussions  with the lessor to settle the
       matter.  Due to the  default,  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 nine
       months ended  September  30, 2003 have been  prepared on a going  concern
       basis,  which contemplates the realization of assets and the satisfaction
       of  liabilities  and  commitments  in the normal course of business.  The
       Company  incurred a net loss of $5,142,441  and a negative cash flow from
       operations of $222,392 for the nine months ended  September 30, 2003, and
       has a  working  capital  deficiency  of  $14,400,099  and a  stockholders
       deficiency of $14,450,065 as of September 30, 2003. The Company's working
       capital  deficiency  as of  September  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.


<PAGE>

                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                            ------------------------
                                   (UNAUDITED)


       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 AGREEMENTS

       On June 28, 2003,  the Company  entered into a license  agreement with an
       unrelated company for the exclusive rights to an extensive video library.
       The initial term of the agreement is for a period of ten years. There are
       automatic  renewal  options if the Company  reaches a  specified  revenue
       amount  during the initial term.  The Company  issued  restricted  common
       stock to pay for the license fee (See Note 5). If the  proceeds  from the
       sale of these  shares  over the period of 18 months from the date of this
       agreement  are less than  $1,000,000,  the Company  will be  obligated to
       issue the licensor  additional  shares equal to two times the difference.
       There are no royalties to be paid in connection with this agreement.  The
       Company  has not  generated  any  revenue  from  the use of this  license
       through September 30, 2003.

NOTE 10 SUBSEQUENT EVENTS

       During the period from  October 1, 2003 through  December  16, 2003,  the
       Company has issued 2,285,000,000 common shares, in the aggregate, to four
       different consultants for consulting services to be provided over varying
       terms,  which  expire at various  dates  during the fiscal years 2004 and
       2005.

       On  October 1, 2003 and  November  6, 2003,  150,000,000  and  50,000,000
       shares of common  stock were  issued,  respectively,  to an  attorney  as
       compensation for legal services rendered.

       On November 24, 2003, 2,000,000,000 shares of common stock were issued to
       the Company's SEC attorney as compensation for legal services rendered.



<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.


<PAGE>

                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                            ------------------------
                                   (UNAUDITED)


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  September 30, 2003 Compared to Three Months Ended  September
30, 2002

                                       2003                 2002
                                   ------------         ------------
Total net revenues                 $     5,128          $   (17,062)

Operating Expenses:
General and Administrative         $ 2,098,267          $ 3,380,729

Net Loss from Operations           $(2,100,252)         $(3,406,486)

Net Loss Per Share                 $     (0.00)         $     (2.40)


Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30,
2002

                                        2003                  2002
                                   ------------          ------------
Total net revenues                 $     83,652          $    377,017

Operating Expenses:
General and Administrative         $  5,166,921          $ 10,259,244

Net Loss from Operations           $ (5,105,328)         $ (9,899,324)

Net Loss Per Share                 $      (0.00)         $      (9.60)

Net Revenues

Net Revenues (principally from advertising  placements,  commissions and revenue
sharing  arrangements) for the three months ended September 30, 2003 as compared
to the three months ended September 30, 2002 increased from $(17,062) to $5,128.
The increase in revenues is  attributed  to the  Company's  ability to outsource
many functions and reduce staffing  dramatically thereby allowing the Company to
decrease losses. For the nine months ended September 30, 2003 as compared to the
nine months ended  September  30, 2002 net revenues  decreased  from $377,017 to
$83,652. This decrease is due to the company's  discontinuation of many internal
operations that previously brought in aspects of income.

Operating Expenses


Total operating expenses decreased (37.9%) from $3,389,424 in 2002 to $2,105,380
in 2003 for the three  months  ending  September  30. Total  operating  expenses
decreased  (229.8%) from  $10,276,341 in 2002 to $5,188,980 in 2003 for the nine
months  ending  September  30.  Included in  operating  expenses are general and
administrative  expenses  which  decreased  from  $3,380,729 for the three month
period ended September 30, 2002 to $2,098,267 (37.8%) for the three month period
ended September 30, 2003.  General and  administrative  expenses  decreased from
$10,259,244  for the  nine-month  period ended  September 30, 2002 to $5,166,921
(49.6%)


<PAGE>

                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                            ------------------------
                                   (UNAUDITED)


The total net loss of the Company for the three-month period ending September 30
2003 was $(2,110,501) compared to $(13,006,318) for 2002, a 83.3% decrease.  The
total net loss of the Company for the nine-month period ending September 30 2003
was $(5,142,441) compared to $(21,780,633) for 2002, a 76.4% decrease.


Other Income (Expenses)

Other income  expenses for the three month period ending  September 30 decreased
from  $(12,697) in 2002 to  $(10,249)  (-19.3%) in 2003  primarily  due to lower
interest expenses. For the nine month period the other income expenses increased
from  $(29,958) in 2002 to $(37,113)  in 2003  (+23.9%).  The increase in income
expense is due to the company's reliance on loans and borrowed capital.

Liquidity and Capital Resources


The Company's  current  assets  decreased  from $382,985 at December 31, 2002 to
$246,066 at  September  30,  2003,  this  decrease due to the decrease in active
business within INOV.


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 2002 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.


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.

<PAGE>

                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                            ------------------------
                                   (UNAUDITED)

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  September  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 September 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.

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:


<PAGE>

                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                            ------------------------
                                   (UNAUDITED)

Revenue Recognition

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.

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.

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.



<PAGE>

                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                            ------------------------
                                   (UNAUDITED)


Item 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

As of September  30,  2003,  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.  Subsequent  to the Century Media  transaction,  TMT
Media Corporation asserted that under the April 2000 Acquisition  Agreement with
Century Media,  as a result of the  transaction  between the Company and Century
Media, it is entitled,  as of April 22, 2002, to a $1,250,000  contingent amount
and to the payment in full of the balance of $609,564 due on the  $700,000  note
delivered  in the 2000  acquisition  of TMT by Century  Media.  The  Company and
Century Media  dispute this  position and are seeking to resolve the matter.  In
May 2002, TMT filed a lawsuit captioned TMT Media Corporation v. Blagman Century
Media, Inc., et al, in Superior Court of California, County of Los Angeles, Case
No. BC273368,  naming the Company,  Century Media and Robert Blagman personally,
seeking the accelerated amount of approximately $1,859,564. The named defendants
have  filed a  general  denial  to TMT  Media's  allegations  and have  asserted
numerous  affirmative  defenses.  Mr.  Blagman has  demurred to the  allegations
raised  against  him.  As a result of a  Demurrer,  Robert  Blagman is no longer
personally a party to this lawsuit. The Company is in the process of preparing a
cross-complaint    for   damages   with   claims   including    indemnification,
apportionment,  breach of  fiduciary  duty and  legal  malpractice  against  the
Company's former counsel and former principals of Century Media, Inc.

Suburban  Capital Corp. v. Robert Blagman et al., No. 02 CH 12321, is pending in
the  Circuit  Court  of  Cook  County,  Illinois,  County  Department,  Chancery
Division. This litigation was initiated to seek delivery of shares allegedly due
on account of two loans claimed to have been  advanced by Suburban.  The Company
has delivered  shares to the Court pending  delivery of the  originally  pledged
shares by the  plaintiff.  This matter is a result of the  Company's  actions in
connection with the internal investigations on stock activities by the plaintiff
and others. The Company has responded to this matter and is actively cooperating
in other investigations  related to the plaintiff,  including pending regulating
investigations. The Company anticipates additional litigation from the plaintiff
and is intending to assert the indemnification and disgorgement rights under its
agreement with the plaintiff and others.


Innovation Holdings,  Inv. f/k/a Blagman Media  International,  Inc. v. Voxcorp,
Case No.: SC 071975,  has been settled.  The Voxcorp lawsuit alleged a breach of
contract,  fraud  and  deceit,  intentional   misrepresentation  of  facts,  and
rescission.  Innovation  Holdings  has  filed  a  general  denial  to  Voxcorp's
cross-complaint  and  asserted  numerous  affirmative  defenses to each cause of
action. As stated this matter has settled.

Prinvest  Capital  Corp. v. Century  Media,  Inc. et al. Case No.  BC292131,  is
pending  in the  Superior  Court of Los  Angeles  County.  This  litigation  was
initiated by a creditor of Century  Media in regards to an  obligation  incurred
prior to the  merger of  Innovation  with  Century  Media.  Prinvest  Capital is
claiming an amount owed of $166,  653.00.  The Company  will be filing a general
denial to the complaint and a cross- complaint for damages with claims including
indemnification,  apportionment,  breach of fiduciary duty and legal malpractice
against the Company's  former  counsel and former  principals of Century  Media,
Inc.


<PAGE>

                   INNOVATION HOLDINGS, INC. AND SUBSIDIARIES
                  (FORMERLY BLAGMAN MEDIA INTERNATIONAL, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2003
                            ------------------------
                                   (UNAUDITED)


The creditors of Century Media,  Inc., a wholly owned subsidiary of the Company,
have filed  various  actions for breach of contract.  Said actions  arise out of
obligations  incurred by Century Media prior to the merger with Innovation.  The
Company  disputes these claims and is actively seeking to resolve these matters:
Media  Central v.  Blagman  Media Inc.,  et al.  pending in Los  Angeles  County
Superior  Court.  Lin  Television v. Century  Media,  Inc. et al. Pending in Los
Angeles County Superior Court Case No. 03100896;  Infinity Broadcasting Corp. v.
Blagman-Century  Media,  Inc.  et al.  Pending in Civil Court of the City of New
York, County of New York; and Whitney  Broadcasting,  et al. v.  Blagman-Century
Media, Inc. et al. Pending in Superior Court, Florida.

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


On March 31, 2003 the  following  information  was  released  by the  Securities
Exchange    Commission    http://www.sec.gov/litigation/litreleases/lr18057.htm.
Within the body of the full SEC Federal Court action is the  description of what
transpired to INOV f/k/a Blagman Media during 2001 and 2002 as it relates to The
Company's involvement with Suburban Capital.


Due to the actions and activities  resulting from the relationship with Suburban
Capital,  INOV has set up a shareholder's trust fund to compensate  shareholders
who were adversely  effected by the issues  outlined within the documents of the
SEC. In  addition,  The  Company  performed  its own review of suspect  activity
during  the same  period of time  further  justifying  The  Company's  intent on
assisting shareholders who were negatively effected.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

On July 18 2003 the Company filed an 8-K  announcing  the  establishment  of two
trust accounts one for  shareholders and the other for creditors of INOV and the
subsidiary Century Media.

The Innovation Holdings,  Inc. 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  effected by the action of outside  parties
effecting the share price and value of the Company throughout these


On July 3 2003 the Company filed an 8-K announcing that World Wide Digital Media
("WWDM"),  a wholly owned subsidiary of Innovation  Holdings (the  "Registrant")
entered into a License  Agreement with Vidway  Interactive  ("Vidway) to acquire
its video library, which consists of approximately 800 hours of programming.



<PAGE>


                                   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: __________               /s/ ROBERT BLAGMAN


                                Robert Blagman, President


<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