SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                              Innova Holdings, Inc.
                     17105 San Carlos Boulevard, Suite A1651
                            Fort Myers, Florida 33931

September 27, 2005

Securities and Exchange Commission
Washington, D.C. 20549

Re:      Innova Holdings, Inc. (the "Company")
         Registration Statement on form SB-2
         Filed August 9, 2005
         File No. 333-127368

         Form 10-KSB/A for Fiscal Year Ended December 31, 2004
         Filed on July 29, 2005
         Form 10-QSB/A for Fiscal Quarter Ended March 31, 2005
         Filed on July 29, 2005
         Form 10-QSB for Fiscal Quarter Ended June 30, 2005
         Filed on August 22, 2005 File No. 0-33231

Gentlemen:

In response to your comment letter dated September 2, 2005, we have the
following responses that are keyed to your numbered comments:

Registration Statement on Form SB-2
General

Comment

      1.    We note the managing partner and general counsel of Cornell Capital
            Partners serves as the escrow agent for the standby equity
            distribution agreement. As such, it appears that this Cornell
            affiliate in some circumstances exercises discretion with respect to
            the release of shares or funds from the escrow. Section 7.a of the
            escrow agreement, filed as Exhibit 10.18, suggests that the related
            party escrow agent will be able to resolve the disputes under the
            agreement to his sole satisfaction. In view of the relationship
            between Cornell and the escrow agent and the functions of the escrow
            agent with respect to closings of equity line draws, it appears that
            Cornell exercises actual or potential discretion over the closings
            and some control as to whether or when Cornell will perform against
            advance notices from Innova Holdings. Provide your analysis of
            whether this related party escrow agent arrangement provides
            discretion to Cornell that is inconsistent with interpretation 4S of
            the March 1999 supplement of the Division of Corporation Finance's
            publicly available telephone interpretations. Specifically please
            refer to the third Question and Answer of the Division of
            Corporation Finance's March 2001 Supplement to the Division's
            Current Issues Outline regarding "Private equity lines with
            registered resales." For your review, both interpretative resources
            are available at www.sec.gov.

                                       1
<PAGE>

Response

      1.    In response to your comment, Cornell Capital Partners and the
            Company have agreed to have Baxter, Baker, Sidle, Conn & Jones,
            P.A., an independent law firm, serve as the escrow agent under the
            Escrow Agreement. None of the members of this firm are affiliated
            with Cornell Capital Partners. A copy of the Escrow Agreement is
            attached to this letter as Exhibit A. A copy of the Escrow Agreement
            will also be attached as an exhibit to the amendment to form SB-2
            when it is filed. Also attached to this letter as Exhibit B is the
            agreement between Innova Holdings, Inc. and Cornell Capital Partners
            substituting a new escrow agent for David Gonzalez, Esq. in response
            to the Staff's comment.

Selling Stockholders, page 13

Comment

      2.    We note your inclusion of Monitor Capital, Inc. as a selling
            shareholder who is a non-natural person. Further, it appears that
            this selling shareholder is a broker-dealer. Tell us whether this
            broker-dealer received the securities as underwriting compensation.
            Please note that a registration statement registering the resale of
            shares being offered by a broker-dealer must identify the
            broker-dealer as an underwriter if the shares were not issued as
            transaction-based compensation provided in connection with the
            performance of investment banking services. If the shares were
            earned for services of this type provide appropriate disclosure of
            the transaction, the services provided and the compensatory
            arrangement.

Response

      2.    In response to the comment, we will add the following disclosure of
            the transaction between Monitor Capital, Inc. and the Company that
            sets forth the nature of the transaction, the services provided and
            the compensatory arrangement, to the Selling Shareholders section of
            the amendment to the SB-2 when it is filed:

            "On June 14, 2005, Innova entered into a Placement Agent Agreement
            with Monitor Capital, Inc., a registered broker-dealer. Under the
            Placement Agent Agreement, the Placement Agent agreed to provide us
            with services consisting of reviewing the terms of the Equity
            Distribution Agreement and advising the Company with respect to
            those terms. Pursuant to the Placement Agent Agreement, Innova paid
            a one-time placement agent fee of 289,855 restricted shares of
            common stock equal to approximately $10,000 based on Innova's stock
            price on May 4, 2005, when the term sheet for the Equity
            Distribution Agreement was signed. This registration statement
            includes the 289,855 shares received by Monitor Capital, Inc., as
            its one-time fee under the Placement Agent Agreement."

                                       2
<PAGE>

Form 10-KSB/A for Fiscal Year Ended December 31, 2004 filed on July 29, 2005
Item 8a. Controls and Procedures, page 22

Form 10-QSB/A for Fiscal Quarter Ended March 31, 2005 filed on July 29, 2005
Item 3. Controls and Procedures, page 13

Comment

      3.    We note your disclosure that your principal executive officer and
            principal financial officer initially concluded that your Company's
            controls and procedures were effective, but as indicated in your
            Form 10-KSB/A, management concluded that your disclosure controls
            and procedures were ineffective regarding accounting for beneficial
            conversion features associated with convertible preferred securities
            and the guidance provided by EITF 98-5 and EITF 00-27. Pursuant to
            Item 307 of Regulation S-B, your principal executive and principal
            financial officers must disclose their conclusions as to the
            effectiveness of your disclosure controls and procedures. Revise
            your Form 10-KSB/A and 10-QSB/A to state whether these controls and
            procedures were effective without including any limitations as to
            scope.

Response

      3.    We have attached to this letter as Exhibit C. revised disclosure of
            the "Controls and Procedures" section in our Form 10-KSB/A for the
            year ended December 31, 2004, Form 10-QSB/A for the quarter ended
            March 31, 2005 and Form 10-QSB for the quarter ended June 30, 2005.
            These revised sections are in response to comments 3 through 7.

Comment

      4.    Similarly, we note that both your December 31, 2004 Form 10-KSB and
            March 31, 2005 Form 10-QSB disclose that management initially
            concluded your controls and procedures to be effective, but then
            after a reevaluation as of December 31, 2004 and March 31, 2005
            determined your disclosure controls and procedures to be ineffective
            regarding the accounting for beneficial conversion features
            associated with convertible preferred securities. A scope limitation
            as to your effectiveness evaluation is not appropriate. If you
            determined your disclosure controls and procedures were ineffective
            as of December 31, 2004, state this unambiguously. Please also
            revise both periodic reports to more fully describe the remedial
            actions you plan to take or have taken to address the deficiencies
            in your disclosure controls and procedures. Also, provide a
            chronology as to when the accounting problems were discovered and
            explain how this information was learned.

                                       3
<PAGE>

Response

      4.    We have attached to this letter as Exhibit C revised disclosure of
            the "Controls and Procedures" section in our Form 10-KSB/A for the
            year ended December 31, 2004, Form 10-QSB/A for the quarter ended
            March 31, 2005 and Form 10-QSB for the quarter ended June 30, 2005.
            These revised sections are in response to comments 3 through 7.

Comment

      5.    We note your restatements of the financial statements and the
            changes in internal control over financial reporting. Please revise
            both periodic reports to expressly describe all material weaknesses
            and your restatement of financial statements rather than simply
            referring to amended financial statements and deficiencies in
            general. Please revise to explain why your accounting treatment of
            the beneficial conversion features and any other material weaknesses
            resulted in a change to your internal control over financial
            reporting. Refer to Item 308(c) of Regulation S-B and Sections D.
            and E. of the Division of Corporation Finance and Office of the
            Chief Accountant: Staff's Statement on Management's Report on
            Internal Control Over Financial Reporting (May 16, 2005).

Response

      5.    We have attached to this letter as Exhibit C revised disclosure of
            the "Controls and Procedures" section in our Form 10-KSB/A for the
            year ended December 31, 2004, Form 10-QSB/A for the quarter ended
            March 31, 2005 and Form 10-QSB for the quarter ended June 30, 2005.
            These revised sections are in response to comments 3 through 7.

Comment

      6.    We note your disclosure that management has implemented "certain
            improvements and changes" in the Company's internal control over
            financial reporting. Please revise both periodic reports to describe
            the remedial measures undertaken concerning your internal control
            over financial reporting, when you implemented these measure and
            when you anticipate full implementation of these corrective
            measures. Refer to item 308(c) of Regulation S-B.

Response

      6.    We have attached to this letter as Exhibit C revised disclosure of
            the "Controls and Procedures" section in our Form 10-KSB/A for the
            year ended December 31, 2004, Form 10-QSB/A for the quarter ended
            March 31, 2005 and Form 10-QSB for the quarter ended June 30, 2005.
            These revised sections are in response to comments 3 through 7.

                                       4
<PAGE>

Form 10-QSB for Fiscal Quarter Ended June 30, 2005 filed on August 22, 2005
Item 3. Controls and Procedures, page 13

Comment

      7.    Based on your disclosure at the end of this section referring to no
            other change, please revise your disclosure to articulate the change
            in internal control over financial reporting and the remedial
            measures implemented during this period ended June 30, 2005. Refer
            to Exchange Act Rule 13a-15(b) and Item 308(c) of Regulation S-B.

Response

      7.    We have attached to this letter as Exhibit C revised disclosure of
            the "Controls and Procedures" section in our Form 10-KSB/A for the
            year ended December 31, 2004, Form 10-QSB/A for the quarter ended
            March 31, 2005 and Form 10-QSB for the quarter ended June 30, 2005.
            These revised sections are in response to comments 3 through 7.

                                        Sincerely,

                                        By: /s/ Walter Weisel
                                          --------------------------------------
                                                Walter Weisel
                                                Chief Executive Officer

                                       5
<PAGE>

EXHIBIT A

                                ESCROW AGREEMENT

      THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
September 26, 2005 by INNOVA HOLDINGS, INC., a Delaware corporation (the
"Company"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the
"Investor"); and BAXTER, BAKER, SIDLE, CONN & JONES, P.A. (the "Escrow Agent").

                                   BACKGROUND

      WHEREAS, the Company and the Investor have entered into a Standby Equity
Distribution Agreement (the "Standby Equity Distribution Agreement") dated June
14, 2005, pursuant to which the Investor will purchase common stock, par value
$0.001 per share of the Company (the "Common Stock"), at a price per share equal
to the Purchase Price, as that term is defined in the Standby Equity
Distribution Agreement, for an aggregate price of up to Ten Million Dollars
($10,000,000). The Standby Equity Distribution Agreement provides that on each
Advance Date the Investor, as that term is defined in the Standby Equity
Distribution Agreement, shall deposit the Advance pursuant to the Advance Notice
in an escrow account to be held by the Escrow Agent and the Company shall
deposit shares of the Company's Common Stock, which shall be purchased by the
Investor as set forth in the Standby Equity Distribution Agreement, with the
Escrow Agent, in order to effectuate a disbursement to the Company of the
Advance by the Escrow Agent and a disbursement to the Investor of the shares of
the Company's Common Stock by Escrow Agent at a closing to be held as set forth
in the Standby Equity Distribution Agreement (the "Closing"). (All capitalized
terms not otherwise defined herein shall have the meaning assigned to them in
the Standby Equity Distribution Agreement.)

      WHEREAS, the Company, the Investor, and David Gonzalez, Esq. entered into
an escrow agreement ("Initial Escrow Agreement") on June 14, 2005 pursuant to
which David Gonzalez, Esq. was to serve as escrow agent in connection with the
Standby Equity Distribution Agreement. On the date hereof, the Company and the
Investor entered into an agreement pursuant to which David Gonzalez, Esq. was
removed as the escrow agent and the Initial Escrow Agreement was terminated.

      WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the funds
and the shares of the Company's Common Stock deposited with it in accordance
with the terms of this Agreement.

      WHEREAS, in order to establish the escrow of funds and shares to effect
the provisions of the Standby Equity Distribution Agreement, the parties hereto
have entered into this Agreement.

      NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as
follows:

      1. Definitions. The following terms shall have the following meanings when
used herein:

<PAGE>

            a. "Escrow Funds" shall mean the Advance funds deposited with the
Escrow Agent pursuant to this Agreement.

            b. "Joint Written Direction" shall mean a written direction executed
by the Investor and the Company directing Escrow Agent to disburse all or a
portion of the Escrow Funds or to take or refrain from taking any action
pursuant to this Agreement.

            c. "Common Stock Joint Written Direction" shall mean a written
direction executed by the Investor and the Company directing the Escrow Agent to
disburse all or a portion of the shares of the Com