UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): February 17, 2006

                         IMAGE INNOVATIONS HOLDINGS INC.
                         -------------------------------
        (Exact name of small Business Issuer 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
                                                   --------------

                                       N/A
--------------------------------------------------------------------------------
          (Former name or former address, if changes 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))


<PAGE>


Item 1.01.  Entry into a Material Definitive Agreement.

On February 17, 2006, the Registrant entered into a Subscription  Agreement with
Cogent  Capital  Investments  Inc.  (the  "Investor")  and Cogent  Capital Corp.
("Cogent")  pursuant  to which  the  Registrant  agreed to issue and sell to the
Investor (i) 1,500,003 shares of common stock of the Registrant ("Common Stock")
and  (ii)  263,793  shares  of  Series  A  Convertible  Preferred  Stock  of the
Registrant  ("Series A Preferred" and  collectively  with the Common Stock,  the
"Shares"). The consideration to be received by the Registrant consists of United
States  Treasury  Notes and Strips with a market  value on the date  immediately
preceding the date of delivery of at least $9,000,000 (the "US Securities").

As part of the  transaction,  on February 17, 2006, the parties entered into the
2002  International  Swaps and  Derivatives  Association,  Inc.  ("ISDA") Master
Agreement,   the  ISDA  Credit  Support  Annex,   an  Equity  Swap   Transaction
Confirmation  and certain other ancillary  agreements  (collectively,  the "ISDA
Agreements").  Pursuant to the ISDA  Agreements,  the  Registrant  has agreed to
place  the  US  Securities  into  escrow  as  collateral  in  respect  of a swap
transaction governed by the ISDA Agreements (the "Swap") until the earlier of 42
months  from the date of the ISDA  Agreements  or such time as all of the Shares
are registered for resale. In addition,  the Company  unilaterally can terminate
the ISDA  Agreements  by exercising a call option for the Common Stock 24 months
after issuance.

The ISDA  Agreements  provide  that  commencing  27 months after  issuance,  and
provided  the Company has  registered  no less than  3,103,450  shares of Common
Stock or such shares are eligible for resale under Rule 144(k), the Company will
have the right,  on a quarterly  basis, to have one-sixth of the value of the US
Securities  released  from escrow.  To the extent that the closing  price of the
Common Stock  averaged  over the last 10 trading days of each  quarterly  period
does not equal or exceed  $2.90 per  share,  the  Company  will be  required  to
transfer  to Cogent an  amount  equal to  one-sixth  of the sum  represented  by
3,103,450  multiplied by $2.90 less the price of the Common Stock  averaged over
the last 10 days of each such  period.  To the extent that the closing  price of
the Common Stock averaged over the last 10 trading days of each quarterly period
exceeds $2.90 per share, Cogent will be required to pay to the Company an amount
equal to  one-sixth  of the sum  represented  by  3,103,450  multiplied  by that
average price less $2.90.

The Company  also has the right  pursuant to a call option to acquire  3,103,450
shares of its Common Stock from Cogent on the second anniversary of the issuance
date at a price equal to the fair market value thereof at the exercise  date. If
this option is not exercised,  Cogent would remain collateralized on the Swap by
the US Securities up to $9,000,000. During the period of the escrow, Cogent will
also receive  interest on the amount of  $9,000,000 at a rate equal to one-month
LIBOR  plus  175  basis  points  (net of  interest  earned  on the  escrowed  US
Securities),  payable monthly. As the escrowed US Securities are released to the
Company,  the amount  upon which the  Company  is paying  interest  reduces by a
commensurate amount.


                                       2
<PAGE>

In addition,  on February 17, 2006, as an initial  exchange  amount in the Swap,
the Registrant paid Cogent  $270,000,  issued to Cogent 500,000 shares of Common
Stock,  and granted a warrant to purchase  400,000  shares of Common Stock at an
exercise price of $5.00 per share (the "Warrant Shares"),  subject to adjustment
in certain  circumstances.  The warrant is exercisable  for a period of five (5)
years from the date of grant.  Furthermore,  pursuant to a  registration  rights
agreement,  the Registrant granted piggyback  registration rights to Cogent with
respect to 500,000  shares of Common Stock issued  pursuant to the  Subscription
Agreement together with the 400,000 Warrant Shares.

Each share of Series A Preferred is convertible, upon the earlier of (i) 60 days
after a registration  statement  registering the Shares is declared effective or
(ii)  February  17,  2008,  into ten (10)  shares of common  stock,  subject  to
adjustment  in the  event  of  certain  events  in  respect  of the  Registrant,
including stock splits, dividends, reclassifications,  reorganizations and other
similar events. The Series A Preferred have no voting rights as such and are not
entitled to  dividends as a class.  The terms of the Series A Preferred  provide
that no holder of Series A Preferred  shall have the right to  receive,  and the
Registrant  shall not issue,  any securities of the Registrant  that would cause
such holder to own  beneficially,  after giving effect to the  conversion of any
Series A Preferred held thereby,  more than 9.5% of the total outstanding Common
Stock.

Item 3.02.  Unregistered Sales of Equity Securities.

On February 17, 2006, the Registrant entered into various agreements pursuant to
which it agreed to issue its unregistered  equity  securities in accordance with
Section 4(2) of the Securities Act of 1933, as amended, since such sale involves
a transaction by the Registrant not involving a public offering.  The details of
this transaction are disclosed in Item 1.01 of this Current Report on Form 8-K.


                                       3
<PAGE>

                                   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.
                                                (Registrant)


Date: February 22, 2006                         By:  /s/ Michael Preston
                                                     ---------------------------
                                                         Michael Preston
                                                         Chief Executive Officer


                                       4
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): February 17, 2006

                         IMAGE INNOVATIONS HOLDINGS INC.
                         -------------------------------
        (Exact name of small Business Issuer 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
                                                   --------------

                                       N/A
--------------------------------------------------------------------------------
          (Former name or former address, if changes 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 1.01.  Entry into a Material Definitive Agreement.

On February 17, 2006, the Registrant entered into a Subscription  Agreement with
Cogent  Capital  Investments  Inc.  (the  "Investor")  and Cogent  Capital Corp.
("Cogent")  pursuant  to which  the  Registrant  agreed to issue and sell to the
Investor (i) 1,500,003 shares of common stock of the Registrant ("Common Stock")
and  (ii)  263,793  shares  of  Series  A  Convertible  Preferred  Stock  of the
Registrant  ("Series A Preferred" and  collectively  with the Common Stock,  the
"Shares"). The consideration to be received by the Registrant consists of United
States  Treasury  Notes and Strips with a market  value on the date  immediately
preceding the date of delivery of at least $9,000,000 (the "US Securities").

As part of the  transaction,  on February 17, 2006, the parties entered into the
2002  International  Swaps and  Derivatives  Association,  Inc.  ("ISDA") Master
Agreement,   the  ISDA  Credit  Support  Annex,   an  Equity  Swap   Transaction
Confirmation  and certain other ancillary  agreements  (collectively,  the "ISDA
Agreements").  Pursuant to the ISDA  Agreements,  the  Registrant  has agreed to
place  the  US  Securities  into  escrow  as  collateral  in  respect  of a swap
transaction governed by the ISDA Agreements (the "Swap") until the earlier of 42
months  from the date of the ISDA  Agreements  or such time as all of the Shares
are registered for resale. In addition,  the Company  unilaterally can terminate
the ISDA  Agreements  by exercising a call option for the Common Stock 24 months
after issuance.

The ISDA  Agreements  provide  that  commencing  27 months after  issuance,  and
provided  the Company has  registered  no less than  3,103,450  shares of Common
Stock or such shares are eligible for resale under Rule 144(k), the Company will
have the right,  on a quarterly  basis, to have one-sixth of the value of the US
Securities  released  from escrow.  To the extent that the closing  price of the
Common Stock  averaged  over the last 10 trading days of each  quarterly  period
does not equal or exceed  $2.90 per  share,  the  Company  will be  required  to
transfer  to Cogent an  amount  equal to  one-sixth  of the sum  represented  by
3,103,450  multiplied by $2.90 less the price of the Common Stock  averaged over
the last 10 days of each such  period.  To the extent that the closing  price of
the Common Stock averaged over the last 10 trading days of each quarterly period
exceeds $2.90 per share, Cogent will be required to pay to the Company an amount
equal to  one-sixth  of the sum  represented  by  3,103,450  multiplied  by that
average price less $2.90.

The Company  also has the right  pursuant to a call option to acquire  3,103,450
shares of its Common Stock from Cogent on the second anniversary of the issuance
date at a price equal to the fair market value thereof at the exercise  date. If
this option is not exercised,  Cogent would remain collateralized on the Swap by
the US Securities up to $9,000,000. During the period of the escrow, Cogent will
also receive  interest on the amount of  $9,000,000 at a rate equal to one-month
LIBOR  plus  175  basis  points  (net of  interest  earned  on the  escrowed  US
Securities),  payable monthly. As the escrowed US Securities are released to the
Company,  the amount  upon which the  Company  is paying  interest  reduces by a
commensurate amount.

                                       2
In addition,  on February 17, 2006, as an initial  exchange  amount in the Swap,
the Registrant paid Cogent  $270,000,  issued to Cogent 500,000 shares of Common
Stock,  and granted a warrant to purchase  400,000  shares of Common Stock at an
exercise price of $5.00 per share (the "Warrant Shares"),  subject to adjustment
in certain  circumstances.  The warrant is exercisable  for a period of five (5)
years from the date of grant.  Furthermore,  pursuant to a  registration  rights
agreement,  the Registrant granted piggyback  registration rights to Cogent with
respect to 500,000  shares of Common Stock issued  pursuant to the  Subscription
Agreement together with the 400,000 Warrant Shares.

Each share of Series A Preferred is convertible, upon the earlier of (i) 60 days
after a registration  statement  registering the Shares is declared effective or
(ii)  February  17,  2008,  into ten (10)  shares of common  stock,  subject  to
adjustment  in the  event  of  certain  events  in  respect  of the  Registrant,
including stock splits, dividends, reclassifications,  reorganizations and other
similar events. The Series A Preferred have no voting rights as such and are not
entitled to  dividends as a class.  The terms of the Series A Preferred  provide
that no holder of Series A Preferred  shall have the right to  receive,  and the
Registrant  shall not issue,  any securities of the Registrant  that would cause
such holder to own  beneficially,  after giving effect to the  conversion of any
Series A Preferred held thereby,  more than 9.5% of the total outstanding Common
Stock.

Item 3.02.  Unregistered Sales of Equity Securities.

On February 17, 2006, the Registrant entered into various agreements pursuant to
which it agreed to issue its unregistered  equity  securities in accordance with
Section 4(2) of the Securities Act of 1933, as amended, since such sale involves
a transaction by the Registrant not involving a public offering.  The details of
this transaction are disclosed in Item 1.01 of this Current Report on Form 8-K.

                                       3
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.
                                                (Registrant)

Date: February 22, 2006                         By:  /s/ Michael Preston
                                                     ---------------------------
                                                         Michael Preston
                                                         Chief Executive Officer

                                       4