SecProbe.io

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      May 25, 2005

Mail Stop 4561

Mr. Walter Weisel
Principal Financial Officer
Innova Holdings, Inc.
17105 San Carlos Blvd, Suite A6151
Fort Myers, FL 33931

Re:	Innova Holdings, Inc.
	Form 10-KSB for the year ended December 31, 2004
	Filed April 19, 2005
	File No. 0-33231

Dear Mr. Weisel:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
document.
As such, all persons who are responsible for the adequacy and
accuracy of the disclosure are urged to be certain that they have
included all information required pursuant to the Securities
Exchange
Act of 1934.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended December 31, 2004

Item 8A - Controls and Procedures, page 22

1. We note your disclosure that your officers have concluded that
your internal controls over financial reporting are effective.
Please revise to omit this disclosure since the conclusion may be
confusing to investors without the other information described in
Item 308 of Regulation S-B.

Financial Statements

Note 1 - Basis of Presentation, page 38

Nature of the Company

2. In light of your plan of operations and considering that your
planned principal operations have not commenced, advise us how you
considered paragraphs 8 and 9 of SFAS 7 as it relates to the
identification of a development stage enterprise and the
presentation
of development stage enterprise financial statements.

Note 4 - Capital Stock, page 43

3. It appears that the Series A Preferred Stock issued in June
2004
and the Series B Preferred Stock issued in September 2004 may have
beneficial conversion features.  Please advise how you considered
the
guidance in EITF 98-5 in determining whether proceeds should be
allocated to the conversion feature.

4. We note that options issued in 2003 had an exercise price of
$.01
per your disclosure on page 29; however, the fair market value of
your stock appeared to exceed that price.  Please advise us what
stock price you used to determine intrinsic value.  In addition,
please tell us the quoted market price of your stock at the time
the
2004 options were granted, and their related exercise price.
Please
refer to paragraph 10 of APB 25.

Note 7 - Notes Payable, page 45

5. We note that your February 2003 notes payable had warrants
attached to purchase 115,000 shares of common stock at $1.50 per
share.  Please advise us how you considered APB 14 in accounting
for
the detachable stock warrants. Based upon our review of your
disclosure, it appears that you have not allocated any proceeds to
these warrants.

Exhibit 31.1 and 31.2 - Certifications

6. Please revise paragraph 5(a) of your certifications as it
relates
to disclosure to your auditors and the audit committee of the
board
of directors of all material weaknesses.  Refer to Item 601 of
Regulation S-B.

*    *    *    *

      As appropriate, please amend your Form 10-KSB and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a cover letter with
your
amendment that keys your responses to our comments and provides
any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Rachel Zablow, Staff Accountant at (202)
551-
3428 or the undersigned at (202) 551-3403 if you have questions.

						Sincerely,

Steven Jacobs
Accounting Branch Chief

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Mr. Walter Weisel
Innova Holdings, Inc.
May 25, 2005
Page 4

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