UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): ~~May~~July 2131, 2012 (July 25, 2012)

INNOLOG HOLDINGS CORPORATION

(Exact name of Registrant as specified in charter)

Nevada	005-85825	68-0482472
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

4000 Legato Road, Suite 830

Fairfax, Virginia 22033

(Address of principal executive offices)

Registrant’s telephone number, including area code: (703) 766-1412

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 (see General Instruction A.2 below).

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

¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

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

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

Item 1.01. Entry into a Material Definitive Agreement.

~~Note~~On ~~Purchase~~July 25, 2012, Innolog Holdings Corporation (the “Company”) entered into an Investment Agreement (the “Investment Agreement”) with Dutchess Opportunity Fund, II, LP, a Delaware limited partnership (“Dutchess”). Pursuant to the terms of the Investment Agreement, Dutchess shall commit to purchase up to five million dollars ($5,000,000) of the Company's common stock, par value $0.001 per share (the "Common Stock") over the course of thirty-six (36) months (the "Open Period"). The purchase price for the shares shall be equal to 95% of the lowest daily volume weighted average price of the Common Stock during the five (5) trading days that comprise the defined pricing period (the "Purchase Price").

OnThe ~~May~~amount 21that the Company may from time to time during the Open Period, ~~2012~~in its sole discretion, ~~Innolog Holdings~~request ~~Corporation~~from each advance ("Advance") shall be in the ~~“Company”~~form of a put ("Put") ~~and~~with ~~Glen~~written ~~Hill~~notice ~~Investments~~delivered ~~LLC~~to Dutchess (~~the~~"Put ~~“Investor”~~Notice") ~~entered into~~stating athe ~~Note~~dollar ~~Purchase~~amount ~~Agreement~~of shares (~~“Note~~the ~~Purchase~~"Put ~~Agreement”~~Amount") ~~pursuant~~that ~~to which~~ the Company ~~agreed~~intends to ~~issue and~~ sell, ~~and~~on a Closing Date (as defined in the ~~Investor~~Agreement). ~~agreed~~The toPut ~~purchase,~~Amount upshall not toexceed either (i) one hundred thousand dollars ($6100,000~~,000~~) inor ~~aggregate~~(ii) ~~principal~~two ~~amount~~hundred percent (200%) of ~~Convertible~~the ~~Promissory~~average ~~Notes~~daily volume (~~the~~U.S. ~~“Notes”~~market only). ~~The~~of ~~Note~~the ~~Purchase~~Common ~~Agreement~~Stock ~~contains~~based ~~customary~~on ~~representations,~~the ~~warranties~~three ~~and~~(3) ~~agreements~~trading bydays preceding the ~~Company~~Put Notice Date (as defined in the Agreement). The ~~Investor~~Common ~~also~~Stock ~~received~~identified ~~warrants,~~in ~~exercisable~~the ~~until~~Put ~~May~~Notice ~~31,~~shall ~~2017,~~be topurchased ~~purchase~~for ~~shares~~a ofprice equal to the ~~Company’s~~Purchase ~~common~~Price ~~stock~~based ~~(“Common Stock”).~~on ~~The~~the ~~Company~~five ~~and~~(5) consecutive ~~Investor~~trading ~~also~~days ~~entered~~immediately ~~into~~following athe ~~Security~~Put ~~Agreement~~Notice Date (~~“Security~~the ~~Agreement”~~"Pricing Period"). ~~to provide~~During ~~collateral~~the ~~for~~Open Period, the Company ~~Notes.~~may ~~The~~not ~~Notes~~submit ~~are~~a ~~also~~Put ~~secured~~Notice byuntil athe ~~pledge~~Pricing ofPeriod ~~stock~~for ~~owned~~the byprior ~~the~~put ~~Company’s~~has ~~directors~~been completed.

The ~~Investor~~Investment ~~also~~Agreement ~~has~~provides the Company awith ~~right~~the ofoption ~~first~~to ~~refusal~~specify ~~pursuant~~a toprice at which (a Put is suspended (the "Suspension Price") atfor ~~least~~a 15particular ~~days~~Put ~~prior~~Notice. In tothe ~~selling~~event orthat ~~issuing~~the ~~any~~Common ~~additional~~Stock ~~Note~~price falls below the Suspension Price, the ~~Company~~Put shall ~~deliver~~ abe ~~written~~temporarily ~~notice~~suspended (until the ~~“Preemptive~~Common Stock ~~Rights~~price ~~Notice”)~~rises toabove the ~~Investor~~Suspension ~~that~~Price ~~discloses~~during the ~~principal~~applicable ~~amount of~~Pricing Period. However, if the Pricing Period has been completed, any ~~Notes~~shares ~~that~~above the ~~Company~~Suspension ~~proposes~~Price due to ~~sell~~Dutchess ~~and~~shall ~~(b)~~be ~~within~~sold ~~ten~~at ~~days~~a ofprice ~~delivery~~equal ofto the ~~Preemptive~~Suspension ~~Rights~~Price. ~~Notice~~The orCompany ~~such earlier~~agreed ~~period~~to ~~approved~~reserve ina ~~writing~~total byof ~~the Investor~~5,000,000 shares of Common Stock for issuance and purchase pursuant to the ~~Investor~~Investment ~~shall~~Agreement. ~~serve~~The ~~notice~~total number onof shares of Common Stock issuable by the Company ~~indicating~~and ~~whether~~purchasable orby ~~not~~Dutchess itduring ~~elects to~~the ~~purchase~~Open ~~such~~Period ~~Notes.~~is ~~The~~subject ~~Note~~to ~~Purchase~~changes in ~~Agreement~~the ~~also~~trading ~~requires~~price of the Company’'s ~~directors~~Common Stock and, ~~certain~~if ~~investors~~the toCompany ~~enter into~~becomes alisted ~~Voting~~on ~~Agreement~~an ~~which~~exchange, ~~will~~limitations ~~enable~~on the ~~Investor~~number of toshares ~~appoint~~issued ~~one~~without ~~director~~shareholder toapproval. ~~the~~The Company’s ~~Board~~has paid document preparation fees in the amount of ~~Directors~~$15,000 pursuant to the terms of the Investment Agreement.

~~The~~Also ~~foregoing~~on ~~description~~July of25, 2012, the ~~Note~~Company ~~Purchase~~and ~~Agreement~~Dutchess ~~and~~entered ~~the~~into ~~other~~a ~~agreements~~registration ~~described~~rights ~~below~~agreement (the “~~Transaction~~Registration ~~Documents~~Rights Agreement”), ~~does~~pursuant ~~not~~to ~~purport~~which the Company agreed to befile ~~complete~~ a registration statement with the Securities and isExchange ~~qualified~~Commission in("SEC") ~~its~~covering the ~~entirety~~number byof ~~reference~~shares toof Common Stock underlying the ~~copies~~Investment Agreement within twenty-one (21) days after the date of the ~~Transaction~~Registration Rights ~~Documents~~Agreement. ~~which~~In ~~are~~addition, ~~included~~the asCompany ~~exhibits~~is obligated to ~~this~~use all commercially reasonable efforts to have the registration statement ~~Current~~declared ~~Report~~effective onby ~~8-K~~the SEC within ninety (90) days after the registration statement is filed and ~~are~~maintain ~~incorporated~~the ~~into~~effectiveness of ~~this~~such ~~Item~~registration bystatement ~~reference~~until earlier termination in accordance with the Registration Rights Agreement so that Dutchess may resell the shares of common stock that may be issued to it under the Investment Agreement on a registered basis under the Securities Act of 1933.

~~Convertible~~A ~~Promissory~~copy of the Investment Agreement is attached hereto as Exhibit ~~Notes~~10.1 and incorporated by reference herein. A copy of the Registration Rights Agreement is attached hereto as Exhibit 10.2 and incorporated by reference herein. The description of the transactions contemplated by these agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the documents filed as exhibits to this Current Report on Form 8-K and incorporated by reference herein.

~~The~~Item ~~Company issued and completed the sale to the Investor of a Note equal to $1,750,000~~3.02 ~~The~~Unregistered ~~Note~~Sales ~~matures on May 31, 2017 (“Maturity Date”) and bears interest at a rate~~ of ~~6.0%~~Equity per annum, payable on the Maturity Date. The Note will be convertible into shares of Series B Convertible Preferred Stock of the Company, par value $0.001 per share (“Series B Preferred Stock”) for so long as the Note is outstanding; provided, however, the conversion rights will expire upon the listing of the Company’s common stock on the NASDAQ or American Stock Exchange. The effective conversion rate for this Note shall be one share of Series B Preferred Stock for each $1.00 of outstanding principal plus accrued but unpaid interest through the date of conversion. This conversion rate will be adjusted upon the occurrence of any split, combination or other similar recapitalization with respect to the Company’s Series B Preferred Stock.Securities

~~Warrant~~The information contained in Item 1.01 is incorporated herein by reference in its entirety in response to this Item 3.02.

~~The~~In ~~Investor~~addition, ~~also received~~the ~~warrants,~~Registrant ~~exercisable~~is ~~until~~relying ~~May~~on ~~31,~~an ~~2017,~~exemption tofrom ~~purchase~~ the ~~number~~registration ofrequirements ~~shares~~ of ~~common~~the ~~stock~~Securities Act of ~~the~~1933, ~~Company~~as amended (~~“Warrant~~the ~~Shares~~“Act”) ~~equal~~for to the ~~product~~private ~~obtained~~placement byof ~~multiplying~~our ~~the~~securities ~~Investor’s~~under ~~Loan~~the ~~Amount~~Agreement bypursuant ~~five (equal~~ to ~~8,750,000~~Section ~~shares~~4(2), ~~with a per share exercise price~~ of ~~$0.069, equal to~~ the ~~average~~Act ~~market~~and/or ~~closing~~Rule ~~price~~506 ~~for~~of ~~the Company’s common stock as determined for the~~Regulation ~~thirty-day~~D ~~period~~promulgated ~~ending~~thereunder. ~~two~~The ~~business~~transaction ~~days~~does ~~prior~~not toinvolve ~~the~~a ~~date~~public ofoffering ~~the~~and ~~note~~Dutchess ~~purchase~~is (aan “~~Closing”).~~accredited ~~The~~investor” ~~number~~and/or ofqualified ~~Warrant~~institutional ~~Shares~~buyer ~~will~~and behas ~~appropriately~~access ~~adjusted upon the occurrence, prior~~ to ~~the~~information ~~issuance~~about ofus ~~such~~and ~~Warrant,~~its ~~of any stock dividend, stock split, combination or the like with respect to the Company’s common stock~~investment.

~~Security~~Exhibit ~~Agreement~~9.01 Financial Statements and Exhibits

~~The Company and Investor also entered into a Security Agreement~~ (~~the “Security Agreement”~~d) pursuant to which the Company granted, and the Company shall cause its subsidiary, Innovative Logistics Techniques, Inc. (“Innovative Logistics”), to grant, a continuing security interest (“Security Interest”) in the Collateral (as defined herein) to secure all obligations and performance of each of the Company’s duties under the Notes and any related documentation. “Collateral” shall include all accounts, chattel paper, deposit accounts and cash, documents, equipment; general intangibles goods, instruments, intellectual property, inventory, investment property, letter-of-credit rights and all proceeds and products of any and all of the foregoing, and all accessions to, substitutions and replacements for, and rents and profits of each of the foregoing. The Security Interest will be pari passu with the security interest granted under the Confessed Judgment Promissory Note between the Company, Innovative Logistics and eight individual lenders dated March 31, 2009. Exhibits

Rights Agreement

Exhibit No.		Description
10.1		Investment Agreement dated as of July 25, 2012 between Innolog Holdings Corporation and Dutchess Opportunity Fund, II, LP.

10.2		Registration Rights Agreement dated as of July 25, 2012 between Innolog Holdings Corporation and Dutchess Opportunity Fund, II, LP.

~~The~~Pursuant ~~Company and Investor also entered into a Rights Agreement (the “Rights Agreement”) pursuant~~ to ~~which~~ the ~~Company~~requirements ~~granted piggyback registration rights to the Investor for (i) shares~~ of ~~Common Stock issued or issuable pursuant to~~ the ~~conversion of the Notes and the Shares or~~Securities ~~upon~~Exchange ~~exercise~~Act of 1934, the ~~Warrants~~registrant ~~and~~has ~~(ii) any~~duly ~~Common~~caused ~~Stock~~this ~~issued~~report asto abe ~~dividend~~signed oron ~~other~~its ~~distribution~~behalf ~~with~~by ~~respect~~the toundersigned orhereunto induly ~~exchange for or in replacement of the shares~~authorized.

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

Dated: July 31, 2012	INNOLOG HOLDINGS CORPORATION

	By:	/s/ William Danielczyk
		William Danielczyk Executive Chairman

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure in Item 1.01 is incorporated herein by reference.

At the Closing, the Company received gross proceeds of $1,750,000, including the conversion of $1,700,000 of existing notes into the Notes.

The securities offered and described above have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The issuance of the securities in the transaction described above will be effected without registration under the Securities Act in reliance on Section 4(2) thereof or Rule 506 of Regulation D thereunder based on the status of the Investor as an accredited investor as defined under the Securities Act, and such transaction will be effected without using any form of general advertising or general solicitation as such terms are used in Regulation D.

Item 5.03. Amendment to Articles of Incorporation as Bylaws; Change of Fiscal Year; Amendment to Articles of Incorporation as Bylaws; Change of Fiscal Year.

On May 25, 2012, the Company’s Board of Directors approved and the Company filed a Certificate of Designation with the Secretary of State of Nevada fixing the rights, preferences and restrictions of the Series B Preferred Stock (the “Certificate of Designation”). The Certificate of Designation designates 7,800,000 shares of the Company’s preferred stock as Series B Preferred Stock. Each share of outstanding Series B Preferred Stock is entitled to a dividend equal to equal to 6% of the Company’s Net Income (as defined in the Certificate of Designation) divided by the number of shares of Series B Preferred Stock outstanding as of the date of the Company’s year end audited financial statements of the Company or conversion of the Series B Preferred Stock (the “Annual Dividend”). The Annual Dividend can be paid in cash or in additional shares of Series B Preferred Stock valued at the Original Issue Price. The holders of Series B Preferred Stock are entitled to a preferential liquidating distribution upon the sale or liquidation of the Company. The Series B Preferred Stock may be converted at any time, in whole or in part, into shares of Common Stock at an initial conversion price designated in the Note Purchase Agreement (the “Conversion Price”). The Conversion Price is currently equal to $0.076 and is subject to proportionate adjustment in the case of stock splits, combinations or other recapitalization events. The Series B Preferred Stock is subject to mandatory conversion to Common Stock at the Conversion Price (i) upon the listing of the Common Stock of the Company on the NASDAQ or American Stock Exchange or (ii) upon the receipt by the Company of a written request for such conversion from the holders of a majority of the Series B Preferred Stock then outstanding (voting as a single class and on an as-converted basis), which request must be approved in writing by each Major Holder. A “Major Holder” shall mean each holder, which together with its Affiliates, holds in the aggregate at least 1,000,000 shares of Series B Preferred Stock (as adjusted for any subsequent stock splits, stock dividends, combinations and the like with respect to the Series B Preferred Stock), if any.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Name and/or Identification of Exhibit
3.1	Certificate of Designation for Series B Preferred Stock
10.1	Note Purchase Agreement, dated May 21, 2012
10.2	Convertible Promissory Note, dated May 21, 2012
10.3	Warrant, dated May 21, 2012
10.4	Security Agreement, dated May 21, 2012
10.5	Rights Agreement, dated May 21, 2012

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.

Dated: May 25, 2012	INNOLOG HOLDINGS CORPORATION
	By:	/s/ William Danielczyk
		William Danielczyk
		Executive Chairman

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