SecProbe.io

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                             Innova Holdings, Inc.
                    17105 San Carlos Boulevard, Suite A1651
                           Fort Myers, Florida 33931

October 17, 2005

Securities and Exchange Commission
Washington, D.C. 20549

Re: Innova Holdings, Inc. (the "Company")
    Registration Statement on form SB-2 - Amendment No. 1
    Filed September 30, 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 October 12, 2005, we have the following
responses that are keyed to your numbered comments:

Registration Statement on Form SB-2, as amended

Prospectus Cover Page

Comment

      1. We refer you to comment 2 of our letter  dated  September  2, 2005.  We
      note  disclosure  in this  section  that states  "[w]ith the  exception of
      Cornell  Capital  Partners,  Monitor and the other  selling  shareholders,
      which are each an  "underwriter"  within the meaning of the Securities Act
      of 1933, no other underwriter or person has been engaged to facilitate the
      sale of shares of common stock in this  offering."  However,  only Cornell
      Capital  Partners is named as an underwriter in the "Plan of Distribution"
      section. Please advise or revise accordingly.

                                       1
<PAGE>

Response

      1. In response to your comment,  we have  determined  that Cornell Capital
      Partners,  Monitor and all other selling  shareholders are  "underwriters"
      within the meaning of the  Securities  Act. We will change the text in the
      Plan of Distribution to read as follows:

            "In offering the shares covered by this prospectus, Monitor Capital,
            Inc. and the other selling  stockholders and any  broker-dealers who
            execute  sales  for  the  selling  stockholders  are  deemed  to  be
            "underwriters"   within  the  meaning  of  the   Securities  Act  in
            connection  with such  sales.  Any  profits  realized by the selling
            stockholders and the compensation of any broker-dealer are deemed to
            be underwriting discounts and commissions."

Risk Factors page 5

Comment

      2. Consider  whether risk factor  disclosure is appropriate to address the
      ineffective  [disclosure]  controls and procedures  and internal  controls
      over  financial  reporting you describe in the proposed  revisions to your
      periodic reports.

Response

      2. In response to the comment we will add the  following  risk  disclosure
      regarding the Company's ineffective disclosure controls and procedures and
      ineffective internal controls over financial reporting to the RISK FACTORS
      section of the amendment to the SB-2 when it is filed:

      THE COMPANY'S DISCLOSURE CONTROLS AND PROCEDURES AND ITS INTERNAL CONTROLS
      OVER  FINANCIAL   REPORTING  WERE  INEFFECTIVE  BECAUSE  OF  NOT  PROPERLY
      ACCOUNTING FOR BENEFICIAL  CONVERSION FEATURES ASSOCIATED WITH CONVERTIBLE
      PREFERRED STOCK SOLD IN 2004 AND 2005.

      As of December  31, 2004,  March 31, 2005 and June 30, 2005 our  principal
      executive   officer  and  principal   financial   officer   evaluated  the
      effectiveness of the Company's  disclosure controls and procedures and the
      effectiveness of the Company's internal controls over financial  reporting
      and concluded  that the Company's  disclosure  controls and procedures and
      its internal  controls over financial  reporting were ineffective  because
      the Company had not properly accounted for certain  beneficial  conversion
      features  associated  with  its  Series A  Preferred  Stock  and  Series B
      Preferred  Stock  issued  in 2004  and 2005  and the  accounting  guidance
      provided by  Emerging  Issues  Task Force  Issue  Numbers  98-5 and 00-27.
      Management concluded that the failure to properly account for and disclose
      the  beneficial  conversion  features  was  a  material  weakness  in  its
      disclosure   controls  and  procedures  and  its  internal  controls  over
      financial reporting.

                                       2
<PAGE>

      The  Company  issued  its  Series A  Preferred  Stock in June 2004 and its
      Series B Preferred  Stock in  September  2004 through  March 2005.  In its
      financial statements for the year ended December 31, 2004, and the quarter
      ended March 31,  2005,  the Company  did not  allocate  any portion of the
      proceeds of these stock issuances to any beneficial conversion features of
      the preferred stock. After filing its annual report on Form 10-KSB and its
      quarterly report for the three months ended March 31, 2005 on Form 10-QSB,
      the Company received a comment letter from the staff of the Securities and
      Exchange  Commission  dated  June 22,  2005 that  requested,  among  other
      things,  confirmation  that  management  of  the  Company  considered  the
      guidance of certain  accounting  pronouncements  in determining  whether a
      portion of the proceeds of the Company's  Series A Preferred  Stock issued
      in June 2004 and Series B Preferred Stock issued in September 2004 through
      March 2005 should be allocated to the beneficial conversion feature. After
      receipt  of  the  SEC's  comment  letter,  the  Company   reevaluated  its
      disclosure   controls  and  procedures  and  its  internal  controls  over
      financial reporting and responded to the SEC letter regarding the material
      weakness  identified in their letter and the remedial  actions  planned by
      the Company,  and the Company  amended its  periodic  reports for the year
      ended December 31, 2004 and the quarters ended March 31, 2005 and June 30,
      2005.

Selling Stockholders, page 13

Comment

      3. Please advice as to any affiliation  between Monitor Capital,  Inc. and
      Cornell Capital Partners.

Response

      3. In response to the  comment,  we have been  advised by Cornell  Capital
      Partners that there is no affiliation  between Monitor  Capital,  Inc. and
      Cornell Capital Partners. We will add the following comment:

      "There is no  affiliation  between  Cornell  capital  Partners and Monitor
      Capital, Inc."

                                       3
<PAGE>

Signatures, page II-11

Comment

      4. Please revise,  if true to indicate that Mr. Gartlan is also signing as
      Principal Accounting Officer or Controller,  See Instruction to Signatures
      to Form SB-2.

Response

      4. In response to the comment,  we will change the Signatures  page to add
      to Mr. Gartlan's title of Chief Financial  Officer the additional title of
      Principal Accounting Officer.

Supplemental  response  with  proposed  revisions to your Form  10-KSB/A for the
fiscal year ended December 31, 2004 filed on July 29, 2005

Comment

      5.  We note  that  in your  first  paragraph,  after  defining  disclosure
      controls and procedures  you state your officers  concluded your "controls
      and procedures were ineffective." Please revise or indicate, if true, that
      your disclosure controls and procedures were ineffective. In responding to
      this comment and the following  comments please also revise  disclosure in
      all the above-referenced periodic reports.

Response

      5. We have revised to indicate that our disclosure controls and procedures
      were ineffective. Additionally, we have attached to this letter as Exhibit
      A revised disclosures 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.

Comment

      6.  Please  disclose  here,  or  elsewhere  as  appropriate,  such as your
      "Management's  Discussion  and  Analysis"  section,  whether there are any
      material costs associated with the "corrective" measures discussed in your
      response to comment 4 of our letter dated September 2, 2005.

                                       4
<PAGE>

Response

      6. All of the costs to  implement  the remedial  actions  disclosed in the
      attached  Exhibit A were costs  previously  planned to be  incurred by the
      Company or were  insignificant  in  amount.  Accordingly,  management  has
      determined   that   disclosure   of  these  costs  will  be  made  in  the
      "Management's  Discussion and Analysis" section of the Company's  periodic
      reports  as  these  costs  are   incurred   and  if  they  are   material.
      Additionally,  we have  attached  to this  letter  as  Exhibit  A  revised
      disclosures 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,
      wherein we state that "There are no additional  material costs expected to
      be incurred as a result of the  implementation  of these remedial actions,
      since all of these  actions  were  previously  planned by the  Company for
      implementation in 2005 and 2006 or were insignificant in amount.

Comment

      7. We re-issue  comment 5 of our letter dated  September 2, 2005, in part.
      Please  revise to  expressly  identify  all  material  weaknesses  and any
      significant   deficiency  that,  when  combined  with  other   significant
      deficiencies, is determined to be a material weakness.

Response

      7.  We have  revised  the  reports  to  expressly  identify  the  material
      weakness. We have attached to this letter as Exhibit A revised disclosures
      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.

Supplemental  resonse with proposed revisions to your Form 10-QSB for the fiscal
quarter ended June 30, 2005 filed August 22, 2005.

Comment

      8. We note you only  reevaluated  your internal  controls  over  financial
      reporting and disclosure controls and procedures after receipt of a letter
      from the SEC staff dated June 22, 2005. Please advise why you believe that
      your disclosure controls and procedures were effective on June 30, 2005.

Response

      8. We have revised the report to indicate that our disclosure controls and
      procedures  were  ineffective on June 30, 2005 since the Company was still
      in the process of implementing  remedial  actions to address this material
      weakness. We have attached to this letter as Exhibit A revised disclosures
      of the  "Controls  and  Procedures"  section  in our Form  10-QSB  for the
      quarter ended June 30, 2005.

                                       5
<PAGE>

Comment

      9. We reissue  comment 7 of our letter dated September 2, 2005 in part. It
      appears from the timeline  provided in the proposed  disclosure that there
      may have been changes to your internal  controls over financial  reporting
      that occurred during the last fiscal quarter that materially affected,  or
      is  reasonably  likely to materially  affect your  internal  controls over
      financial  reporting.  Please revise to provide the disclosure pursuant to
      Item 308 (c) of Regulation S-B or advise why there were no such changes.

Response

      9. In response to your  comment,  we have revised our report to reflect an
      identification  of the changes to the  internal  controls  over  financial
      reporting  that  occurred  during the  quarter  ended  June 30,  2005 that
      materially  affected our internal  controls over financial  reporting.  We
      have  attached  to this  letter as  Exhibit A revised  disclosures  of the
      "Controls and Procedures" section in our Form 10-QSB for the quarter ended
      June 30, 2005.

      Sincerely,

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

                                       6
<PAGE>

EXHIBIT A

Form 10-KSB/A for Fiscal Year Ended December 31, 2004 filed on July 29, 2005

ITEM 8A. CONTROLS AND PROCEDURES

      As of December 31, 2004,  our  principal  executive  officer and principal
financial  officer  evaluated  the  effectiveness  of the  Company's  disclosure
controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities Exchange Act of 1934, as amended).  This evaluation of the disclosure
controls and procedures included controls and procedures designed to ensure that
information required to be disclosed by the Company in its reports that it files
or submits under the Act is recorded, processed,  summarized and reported within
the time periods specified in the Security and Exchange  Commission's  rules and
forms. Such disclosure  controls and procedures  include controls and procedures
designed to ensure that  information  required to be disclosed by the Company in
the  reports  that  it  files  or  submits  under  the  Act is  accumulated  and
communicated to the Company's management,  including its principal executive and
principal  financial  officers,  to allow timely  decisions  regarding  required
disclosure.  Based on this evaluation, the Company's principal executive officer
and principal financial officer concluded that the Company's disclosure controls
and procedures were ineffective  because the Company had not properly  accounted
for  certain  beneficial  conversion  features  associated  with  its  Series  A
Preferred  Stock and Series B Preferred  Stock issued in 2004 and the accounting
guidance  provided by Emerging  Issues Task Force Issue  Numbers 98-5 and 00-27.
Management  concluded that the failure to properly  account for and disclose the
beneficial  conversion  features  was a  material  weakness  in  its  disclosure
controls and procedures.

      The  Company  issued  its  Series A  Preferred  Stock in June 2004 and its
Series B Preferred Stock in September 2004. In its financial  statements for the
year ended  December 31,  2004,  the Company did not allocate any portion of the
proceeds of these stock issuances to any beneficial  conversion  features of the
preferred  stock.  After filing its annual  report on Form  10-KSB,  the Company
received  a  comment  letter  from the  staff  of the  Securities  and  Exchange
Commission dated June 22, 2005 that requested, among other things,  confirmation
that  management of the Company  considered  the guidance of certain  accounting
pronouncements in determining whether a portion of the proceeds of the Company's
Series A Preferred Stock issued in June 2004 and Series B Preferred Stock issued
in September 2004 should be allocated to the beneficial conversion feature.

      After receipt of the SEC's comment  letter,  the Company's Chief Executive
Officer  and  Chief  Financial  Officer  reevaluated  the  Company's  disclosure
controls  and  procedures  regarding  the  proper  accounting  treatment  of the
preferred  stock  issuances in 2004 and presented to the  Company's  independent
certified public  accountants its plan to institute  remedial actions to address
this material weakness in its disclosure  controls and procedures  regarding the
issuance of  convertible  securities and any  associated  beneficial  conversion
features  and the  accounting  guidance  provided by Emerging  Issues Task Force
Issue Numbers 98-5 and 00-27. These r