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 28,
2007
INNOVA
ROBOTICS & AUTOMATION, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
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000-33231
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95-4868120
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
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15870
Pine Ridge Road, Fort Myers, Florida 33908
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (239) 466-0488
Copies
to:
Gregory
Sichenzia, Esq.
Stephen
M. Fleming, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New
York,
New York 10006
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):
o
Written 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
1.01 Entry
Into a Material Definitive Agreement
Item
2.01 Completion
of Acquisition or Disposition of Assets
On
September 28, 2007, Innova Robotics & Automation, Inc. (the “Company”) and
its subsidiaries entered into an Asset Purchase Agreement (the “Agreement”) with
Alfred Fleming and The Transaction Acquisition Company LLC (“TAC” and
collectively with Mr. Fleming, the “Purchaser”) pursuant to which the Purchaser
agreed to purchase substantially all of the assets (the “Assets”) of Altronics
Service, Inc. (“Altronics”), a subsidiary of the Company. Pursuant to the
Agreement, the Company sold and, the Purchaser purchased, the Assets. The
purchase price paid to the Company is $100,000 in the form of a promissory
note
due 35 days from closing (the “Note”), the assumption of $365,000 in
liabilities, the assignment of a note to the Seller in the amount of $100,000
that was initially issued to the Purchaser upon the Company acquiring Altronics,
and the return of 250,000 shares of common stock of the Company by the
Purchaser. The Note is secured by all of the membership interest in TAC. The
closing of the sale of the Assets occurred on September 28, 2007. Except for
an
employment agreement between Altronics and Mr. Fleming which was terminated
as a
result of his resignation at closing of the sale of the Assets, no material
relationship exists between the Company and the Purchaser and/or its affiliates,
directors, officers or any associate of an officer or director.
Altronics
is a contract maintenance and service organization that supports NC (Numerical
Control), CNC (Computer Numerical Control), and other automated manufacturing
equipment.
Item
9.01 Financial
Statements and Exhibits
|
|
(a) |
Financial
Information of Business
Acquired
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Not
applicable.
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(b) |
Proforma
Financial Information
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Not
applicable.
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10.1 |
Asset
Purchase Agreement dated September 28,
2007
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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.
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INNOVA
ROBOTICS & AUTOMATION, INC. |
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|
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Date:
October 3, 2007
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By: |
/s/ Eugene
V.
Gartlan |
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Eugene
V. Gartlan
Chief
Executive Officer
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