UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date ~~Pursuant~~of toReport ~~Section 13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange Act~~reported): ofSeptember ~~1934~~9, 2004

Date of Report (Date of earliest event reported): September 22, 2004

IMAGE INNOVATIONS HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Nevada	0-50119	91-1898414
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

432 Park Avenue South
New York, New York	10022
(Address of principal executive offices)	(Zip Code)

Registrant’'s telephone number, including area code: (518) 589-9994

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ __ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ __ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨ __ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨ __ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Principal Officers; Election of Directors; Appointment of Principal Officers~~Agreement.

On September 229, 2004, ~~our~~we ~~Board~~purchased ofthe ~~Directors~~property ~~elected~~and ~~Arthur~~improvements ~~Gononsky~~thereto toknown ~~serve~~ as a"Marion ~~Director~~House," oflocated ~~our~~in ~~company~~Tannersville, ~~until~~New ~~our~~York ~~2004~~from ~~Annual Meeting~~Church of ~~Stockholders~~Immaculate Conception Haines Falls, N.Y. Ita/k/a isChurch ~~expected~~of ~~that~~Immaculate MrConception Inc. ~~Gononsky~~for ~~will~~$300,000. This 10,000 square foot facility shall serve onas ~~our~~a ~~Compensation~~warehouse ~~Committee~~ and ~~our~~storage ~~Audit~~facility ~~Committee.~~for our products.

WeOn ~~issued~~September 30, 2004, we entered into a ~~press~~Loan ~~release~~Agreement onwith H.E. ~~September~~Capital 23S.A., ~~2004~~under ~~announcing~~which H.E. Capital S.A. agreed to provide us with a ~~the~~secured ~~election~~non-revolving loan of Mrup to an aggregate principal amount of $5,000,000 for general working capital purposes. ~~Gononsky~~The loan proceeds will be advanced in whole or in part from time to time as we may reasonably require, subject to the execution and delivery of such security agreements as H.E. Capital S.A. may ~~copy~~require. The loan bears interest at a rate of ~~the~~9% ~~press~~per ~~release~~annum. isAs ~~attached~~of ~~hereto~~the date ashereof, ~~Exhibit~~we ~~99.~~have borrowed $1,985,716.10 ~~and~~from isH.E. ~~incorporated~~Capital ~~herein~~S.A. bypursuant ~~reference~~to the loan.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information described above under Item 1.01 -Entry into a Material Definitive Agreement with regard to the Loan Agreement with H.E. Capital S.A. is hereby incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit
Exhibit Number	Description
Number	Description
10.1	Loan Agreement between Image Innovations Holdings Inc. and H.E. Capital S.A. dated September 30, 2004
99.1	Press Release issued on September 23, 2004 by Image Innovations Holdings Inc.
10.2	Promissory Note by and between Image Innovations Holdings Inc. and H.E. Capital S.A. dated September 30, 2004.
10.3	Security Agreement between Image Innovations Holdings Inc. and H.E. Capital S.A. dated September 30, 2004.

SIGNATURES

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

	Image Innovations Holdings Inc.
Dated:	October 4, 2004
Dated: September 23, 2004	By:	/s/ Derick Sinclair
		Image Innovations Holdings Inc.
		Derick Sinclair, Chief Financial Officer
		By:	/s/ Derick Sinclair
			Derick Sinclair, Chief Financial Officer

Image Innovations Holdings Inc. Form 8-K (Date of Report: September 229, 2004)

Exhibit Index

Exhibit
Exhibit Number	Description
Number	Description
10.1	Loan Agreement between Image Innovations Holdings Inc. and H.E. Capital S.A. dated September 30, 2004
99.1	Press Release issued on September 23, 2004 by Image Innovations Holdings Inc.
10.2	Promissory Note by and between Image Innovations Holdings Inc. and H.E. Capital S.A. dated September 30, 2004.
10.3	Security Agreement between Image Innovations Holdings Inc. and H.E. Capital S.A. dated September 30, 2004.

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