8-K

                                  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):      August 23, 2004
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                              Majesco Holdings Inc.
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             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

       333-70663                                          06-1529524
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(Commission File Number)                       (IRS Employer Identification No.)


160 Raritan Center Parkway, Edison, New Jersey                          08837
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   (Address of Principal Executive Offices)                           (Zip Code)


                                 (732) 225-8910
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              (Registrant's Telephone Number, Including Area Code)


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          (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 (see General Instruction A.2. below):

     [ ] 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))






SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS


     On August 27, 2004, Majesco Holdings Inc. (the "Company") issued a press
release announcing the appointment of Carl J. Yankowski as the Company's Chief
Executive Officer and Chairman of the board of directors (the "Board") as of
August 24, 2004 (the "Effective Date"). A copy of the press release is furnished
as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

     From November 2001 to August 2004, Mr. Yankowski was an active Principal of
the Westerham Group LLC, a management and consulting firm. From March 2002 to
the present, he has served as the Chairman of CRF, Inc., an electronic patient
diaries company. From November 1999 to November 2001, he served as Chief
Executive Officer of Palm, Inc., a handheld devices and solutions company. Prior
to that, he was Chief Executive Officer of Reebok Brand at Reebok International
Ltd., a sports footwear and apparel company. He was also President of Sony
Electronics. Mr. Yankowski also served on the board of directors of Novell Inc.
from June 2001 to February 2003, and currently serves on the board of directors
of Chase Corporation, Informatica, TNX Television Holdings, Inc. and a number of
privately-held companies. Mr. Yankowski holds a Bachelor of Science in
Electrical Engineering and a Bachelor of Science in Management from the
Massachusetts Institute of Technology, where he is on the board of the Sloan
School of Management.

     The Company entered into an employment agreement with Mr. Yankowski that
provides for an annual base salary of $375,000. He is also eligible to receive a
discretionary bonus of up to $62,500 for the period from the Effective Date
through the close of the Company's fiscal year and a discretionary bonus for
each annual period thereafter of up to 100% of his base salary. In addition, Mr.
Yankowski was granted, pursuant to the Company's 2004 Employee, Director and
Consultant Stock Plan, options to purchase a total of 6,950,000 shares of the
Company's common stock, which options have various exercise prices and vesting
schedules, and expire ten (10) years from the grant date. He is also eligible to
receive a bonus of $1,000,000 upon a change in control of the Company, subject
to certain conditions. If the Company terminates Mr. Yankowski's employment
without cause (as defined in the agreement) or the agreement is terminated by
Mr. Yankowski for good reason (as defined in the agreement), Mr. Yankowski will
receive severance benefits from the Company including, among other benefits,
continued payment of his then base salary for a period of 12 months, a
percentage of the annual bonus (provided an annual bonus would have otherwise
been awarded), and immediate vesting and exercisability of his unvested stock
options (or other unvested compensatory equity awards) as if he remained in the
employ of the Company for 18 months following such termination. The agreement
contains customary confidentiality, non-competition/non-solicitation, and
indemnification terms and is terminable at-will by either party.

     The Company has agreed to continue to nominate Mr. Yankowski to the Board
at each meeting of stockholders involving the election of directors. Mr.
Yankowski is not expected to serve on any committees of the Board.

ITEM 5.03 - AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR

     On August 23, 2004, the Company, by unanimous written consent of the Board,
amended Section 6.7 of its Amended and Restated Bylaws to allow for separate
persons to hold the titles of President and



Chief Executive Officer, if so determined by the Board. The previous provision
provided that the President shall also be the Chief Executive Officer of the
Company.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits


EXHIBIT
NUMBER                           EXHIBIT TITLE OR DESCRIPTION
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99.1         Press release dated August 27, 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.


                                                 Majesco Holdings Inc.
                                                 (Registrant)



Date: August 27, 2004                            By:  /s/ Carl J. Yankowski
                                                      --------------------------
                                                      Carl J. Yankowski
                                                      Chief Executive Officer

EX-99.1

MAJESCO NAMES CARL YANKOWSKI CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Friday August 27, 7:20 am ET

FORMER PALM, INC. CEO, AND SONY ELECTRONICS PRESIDENT TO HEAD GLOBAL OPERATIONS
FOR FAST-GROWING VIDEO GAME PUBLISHER

EDISON, N.J.--(BUSINESS WIRE)--Aug. 27, 2004--Majesco (OTC BB: MJSH - News), a
leading publisher and distributor of interactive entertainment products, today
announced it has appointed Carl Yankowski as Chief Executive Officer and
Chairman of the Board of Directors. A highly successful senior executive with
more than 30 years experience in brand management, technology and consumer
products, Mr. Yankowski will work alongside Jesse Sutton, who will remain as
President.

Mr. Yankowski will team with Majesco's senior management group, including Morris
Sutton, who will remain on the board as Chairman Emeritus; Jan E. Chason, Chief
Financial Officer; Executive Vice President of Research and Development, Joseph
Sutton; and Chief Technology Officer, Kevin Ray.


"We are thrilled to have someone of Carl's experience, vision and leadership
join our management team," said Jesse Sutton, President of Majesco. "Majesco is
entering an exciting growth period and we are confident that under Carl's
additional guidance, the Company will reach its full potential."


Adds Mr. Yankowski, "Majesco is a fundamentally solid company with creative
people, innovative thinking, a strong product mix, great distribution, a sound
balance sheet, and an exciting outlook. I am looking forward to growing
shareholder value and helping the Company maximize the potential of its current
intellectual properties and technology, and help develop new markets as well."


Backed by a record of creating and implementing global brand strategies, as well
as building market share, Mr. Yankowski will leverage his extensive experience
gained during his tenures at 3Com/Palm, Inc, Sony Electronics, Inc, General
Electric, Pepsi-Cola and Procter & Gamble among others, to assist Majesco in:

         o    Developing and marketing a well-balanced mix of video game titles
              for all commercially viable platforms, genres and price points;

         o    Leveraging its proprietary compression technology and first-mover
              advantage to evolve and expand the Company's Game Boy Advance(R)
              Video product line;

         o    Pursuing innovative technology and accessory opportunities;

         o    Expanding its international presence by moving to a direct
              publishing model in Europe;

         o    Implementing and securing growth initiatives via strategic
              acquisitions and partnerships.

Mr. Yankowski holds MIT degrees in Electrical Engineering and Management, with
concentrations in Materials Research and Systems Modeling. He serves on the
Boards of Boston College and MIT Sloan business schools, and several smaller
technology and consumer product-oriented companies. He has multiple Fortune 1000
board, audit, and compensation committee experience.

About Majesco

Established in 1986 and headquartered in Edison, NJ, with offices in the United
Kingdom, Majesco Holdings Inc., operating through its wholly owned subsidiary,
Majesco Sales Inc., is a leading developer, publisher and distributor of
interactive entertainment products for the Xbox(R) video game system from
Microsoft, Sony PlayStation(R)2 computer entertainment system, and Nintendo
GameCube(TM) and Game Boy(R) Advance systems, as well as the personal computer.
The Company's 2004 lineup includes BloodRayne 2, the sequel to its popular
action/horror series, and its Game Boy(R) Advance Video product line, which
utilizes the Company's proprietary video compression technology to enable
consumers to view commercial-grade video on a standard Nintendo Game Boy



Advance system. Advent Rising, the first in a trilogy of action/adventure games,
will ship to stores in 2005. More information about the Company can be found
online at www.majescogames.com.

Safe Harbor

Certain statements contained herein are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements may be
identified by reference to a future period(s) or by the use of forward-looking
terminology, such as "may," "will," "intend," "should," "expect," "anticipate,"
"estimate" or "continue" or the negatives thereof or other comparable
terminology. The Company's actual results could differ materially from those
anticipated in such forward-looking statements due to a variety of factors.
These factors include but are not limited to, the demand for our products;
competitive factors in the businesses in which we compete; continued consumer
acceptance of the gaming platforms on which our products operate and our
products; fulfillment of orders preliminarily made by customers; adverse changes
in the securities markets and the availability of and costs associated with
sources of liquidity. The Company does not undertake, and specifically disclaims
any obligation, to release publicly the results of any revisions that may be
made to any forward-looking statements to reflect the occurrence of anticipated
or unanticipated events or circumstances after the date of such statements.

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Contact:
     HighWater Group PR
     Laura Heeb, 212-338-0077 x. 307
     laura@highwatergroup.com