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) September 22, 2004
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INNOVA HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-33231 95-4868120
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(State or other jurisdiction (Commission File number) (IRS Employer
of incorporation or organization) Identification No.)
17105 San Carlos Blvd., Suite A6151, Fort Myers, Florida 33931
(Address of principal executive offices) (Zip Code)
(239) 466-0488
(Registrant's Telephone Number, Including Area Code)
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(Former Address If Changed since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation for the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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SECTION 4-MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Malone & Bailey, PC was the independent certifying accountant for the
Company for the fiscal year ended February 29, 2004.
On September 22, 2004, Malone & Bailey, PLLC was dismissed as the
Company's certifying accountant. We have engaged Lopez, Blevins, Bork &
Associates, LLP, Three Riverway, Suite 1400, Houston, Texas 77056 as our
certifying accountant for the fiscal year ending December 31, 2004. The
appointment of Lopez, Blevins, Bork & Associates, LLP was approved by our board
of directors.
The reports of Malone & Bailey, PLLC on the Company's financial statements
for the fiscal years ended February 28, 2003 and February 29, 2004, contained no
adverse opinion or disclaimer of opinion, nor was either qualified or modified
as to uncertainty, audit scope or accounting principle, except that Malone &
Bailey, PLLC expressed in their reports substantial doubt about the ability of
the Company to continue as a going concern.
During the two most recent fiscal years ended February 29, 2004 and
February 28, 2003 and in the subsequent interim periods through the date of
dismissal, there were no disagreements between the Company and Malone & Bailey,
PLLC on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to its satisfaction, would have caused Malone & Bailey, PLLC to make
reference to the subject matter of the disagreement in connection with its
reports.
During the two most recent fiscal years ended February 29, 2004 and
February 28, 2003 and in the subsequent interim periods through the date of
dismissal, Malone & Bailey, PLLC did not advise the Company that:
(A) internal controls necessary for the Company to develop reliable
financial statements did not exist;
(B) information had come to its attention that led it to no longer to be
able to rely on the Company's management's representations or made it unwilling
to be associated with the financial statements prepared by management;
(C) there was a need to expand significantly the scope of its audit, or
that information had come to its attention during such time periods that if
further investigated might: (i) materially impact the fairness or reliability of
either a previously issued audit report or the underlying financial statements,
or the financial statements issued or to be issued covering the fiscal periods
subsequent to the date of the most recent financial statements covered by an
audit report, or (ii) cause it to be unwilling to rely on management's
representations or be associated with the Company's financial statements.
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We have requested Malone & Bailey, PLLC to furnish it a letter addressed
to the Commission stating whether it agrees with the above statements. A copy of
that letter, dated September 24, 2004 is filed as Exhibit 16.1 to this Form 8-K.
Prior to engaging Lopez, Blevins, Bork & Associates, LLP, we did not
consult with it regarding the application of accounting principles to a specific
or completed transaction or the type of audit opinion that might be rendered on
our financial statements.
SECTION 5-CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(c) On September 14, 2004, Sheri Aws was appointed Secretary of Innova Holdings,
Inc. (the "Company"). There is no arrangement or understanding between Ms. Aws
and any other person pursuant to which Ms. Aws was appointed Secretary. Ms. Aws
age is 43.
Ms. Aws has served as Vice President of Administration of Robotic Workspace
Technologies, Inc. ("RWT"), the Company's wholly owned subsidiary, since
February 2004. Prior to that, Ms. Aws served as Executive Administrator, General
Mortgage Corporation of America, from August 2003 to February 2004; Director of
Just for Kids, an after school and summer camp program for children, from
December 2002 to August 2003; Assistant to the Chief Executive Officer of RWT
from December 2002 through February 2004; and Administrative Assistant to Vice
President of Marketing and Sales and Manager of Proposals and Contracts
Administration for RWT.
There is no family relationship between Ms. Aws and any other director or
executive officer of the Company.
Ms. Aws is employed as Vice President of Administration by RWT under an
Employment Agreement dated February 24, 2004. Ms. Aws compensation is $42,000
per annum plus a bonus in the discretion of RWT. Ms. Aws compensation will
increase to $60,000 per annum upon completion of the merger between the Company
and RWT and proper financing. The agreement is for a term of one year, and
automatically renews for successive one year periods unless terminated by either
party upon not less than thirty days notice prior to the renewal date. Ms Aws
has agreed not to compete with RWT or solicit its customers or employees for a
period of one year following the termination of her employment.
On September 14, 2004, Leroy G. Johnson was appointed Chief Financial Officer of
the Company. There is no arrangement or understanding between Mr. Johnson and
any other person pursuant to which Mr. Johnson was appointed Chief Financial
Officer. Mr. Johnson's age is 66.
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Mr. Johnson has served as the principal of Leroy G. Johnson, PC, Certified
Public Accountants since 1973.
There is no family relationship between Mr. Johnson and any other director or
executive officer of the Company.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
(b) The Company entered into a Merger Agreement (the "Agreement") dated July 21,
2004 with Robotic Workspace Technologies, Inc. ("RWT"), a Maryland Corporation.
Upon the closing of the acquisition, on August 25, 2004, RWT's shareholders
acquired direct and beneficial ownership and control of a majority of
Registrant's outstanding common stock. RWT's fiscal year ends on December 31.
This acquisition is accounted for as a reverse acquisition, with the
Company adopting the fiscal year of RWT, the reverse acquirer. Accordingly, the
fiscal year of Registrant is now the fiscal year ending December 31.
In accordance with the rules of the Securities and Exchange Commission,
there is no transition period requiring a transition report. Registrant will
file annual reports on Form 10-KSB for years ending December 31, commencing with
the year ending December 31, 2004, and quarterly reports on Form 10-QSB for the
periods ending March 31, June 30 and September 30. The Company's next form
10-QSB will be for the quarter ending September 30, 2004 and is due on November
14, 2004.
SECTION 9-FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
(b) Pro Forma Financial Information.
(c) Exhibits.
10.1 Employment Agreement of Sheri Aws
16.1 Letter on Change in Certifying Accountant
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INNOVA HOLDINGS, INC.
Date: September 28, 2004 By: /s/ Walter K. Weisel
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Walter K. Weisel
President and Chief Executive Officer
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