SecProbe.io

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      July 14, 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 response letter dated June 22, 2005
and
have the following additional comments.  In our comments, we ask
you
to provide us with information so we may better understand your
disclosure.  After reviewing this information, we may 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

Financial Statements

Note 4 - Capital Stock, page 43

1. We have read your response to prior comment 3.  We note that
the
Series A Preferred Stock was assumed as part of RWT`s
recapitalization.  However, considering that the transaction with
RWT
was accounted for as a reverse merger, we would expect your
financial
statements to be those of RWT, the accounting acquirer, and to
include the effect of any discount pursuant to EITF 98-5 resulting
from the allocation of proceeds to the beneficial conversion
feature
at the time the preferred stock was issued by RWT.  In that
regard,
we are unable to agree with your conclusion that since there were
no
proceeds associated with the assumption of the Series A Preferred
Stock, there were no beneficial conversion features.  Please tell
us
your basis in GAAP for this accounting treatment and cite the
relevant accounting literature that supports your conclusion.

2. We note that you filed an amendment to your Form 10-KSB on June
24, 2005 to report loss applicable to common shareholders as a
result
of the beneficial conversion feature on Series B Preferred Stock.
Please tell us why you amortized the discount through additional
paid-in capital rather than accumulated deficit.  In addition,
tell
us what consideration you gave to the filing of an Item 4.02 Form
8-
K.

3. We have read your response to prior comment 4.  We reissue the
portion of the comment that asked you to 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.

*    *    *    *

      As appropriate, please 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 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 responses to our
comments.

      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.
July 14, 2005
Page 2

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