Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): April 26,
2006
INNOVA
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-33231
|
95-4868120
|
|
(State
or other jurisdictionof
incorporation)
|
(Commission
File Number)
|
(IRS Employer Identification
No.)
|
| |
|
|
17105
San Carlos Boulevard, Suite A6151, Fort Myers, Florida 33931
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (239) 466-0488
Copies
to:
Gregory
Sichenzia, Esq.
Eric
A.
Pinero, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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):
oWritten
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
8.01 Other Events
On
April
26, 2006, we entered into a Memorandum of Understanding (the “MOU”) with Mesa
Robotics, Inc. (“Mesa”) for the purpose of exploring a strategic alliance and
collaboration between Mesa and us to establish and integrate robotic-related
products into the military, government, Homeland Security and civilian markets.
Mesa is engaged in the design, development and integration of robotic vehicles
and robotic vehicle payloads.
Under
the
MOU, Mesa and we expressed our intent to perform joint marketing and development
when desired by both parties with the intent to capture present and future
joint
opportunities in the unmanned ground vehicle, unmanned air vehicle and unmanned
surface ship/vehicle markets. In addition, Mesa and we agreed to an exclusive
arrangement for the joint programs. The MOU does not restrict either Mesa or
us
from pursuing unmanned ground vehicle technology development activities outside
the scope of the MOU, independently or through other associations, provided
the
other party to MOU did not make the introduction. If either party makes an
introduction to a third party user or purchaser of technology, the other party
shall not engage in any activity with such third party without the involvement
or specific written approval of the introducing party. Should the developments
anticipated require the use of the other party’s intellectual properties,
neither party will have the right to use such or offer the intellectual property
of the other without the specific written approval of the party owning the
technology.
The
completion of the joint marketing and joint development efforts between Mesa
and
us is subject to the negotiation and execution of a definitive agreement and
will expire in 90 days or upon successful establishment of a definitive
agreement between Mesa and us.
In
addition, on April 10, 2006, we retained Sichenzia Ross Friedman Ference LLP
(“SRFF”) as our securities counsel. SRFF provides experienced professional
representation in all matters involving the securities industry as well as
general corporate and litigation matters. SRFF’s clients range from
start-ups to established, listed companies. They include private and public
corporations, partnerships, broker-dealers, bank-affiliated broker-dealers,
investment advisors, registered personnel, public and corporate customers and
investors, partnerships and other entities. SRFF also advises institutional
investors on transactions involving complex securities law considerations.
SRFF’s areas of expertise include corporate and commercial transactions,
securities litigation, and arbitration, administrative practice before
regulatory agencies, mergers and acquisitions and broker-dealer regulation.
Item
9.01 Financial Statements and Exhibits.
| (a) |
Financial
statements of business acquired.
|
Not
applicable.
| (b) |
Pro
forma financial information.
|
Not
applicable.
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Memorandum
of Understanding dated April 26, 2006, by and between Innova
Holdings, Inc.
and Mesa Robotics, Inc.
|
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.
| |
|
|
| |
INNOVA
HOLDINGS, INC. |
|
|
|
| Date:
May 3, 2006 |
By: |
/s/
Walter K.
Weisel
|
| |
Walter K. Weisel |
| |
Chief
Executive Officer |