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): October 19,
2007
INNOVA
ROBOTICS & AUTOMATION, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-33231
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95-4868120
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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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
On
October 19, 2007, Innova Robotics and Automation, Inc. (the “Company”) entered
into a Conversion Agreement (the “Conversion Agreement”) with Jerry
Horne,
a
principal shareholder of the Company (the “Holder”), who previously loaned to
the Company an aggregate sum, including interest accrued, of $297,853 pursuant
to various notes (the “Notes”). The first Note was dated November 1, 2004 for
$165,000 at an annual interest rate of 6.75%; the second Note was dated
September 22, 2005 for $50,000 at an annual interest rate of 10%; and the third
Note was dated November 28, 2005 for $50,000 at an annual interest rate of
10%.
During 2006 $20,000 of accrued interest was paid. Pursuant to the Conversion
Agreement, the Company and the Holder agreed that upon conversion of the Notes
in full and the issuance by the Company of 14,892,650 shares of restricted
common stock and warrants (the “Warrants”) to purchase 14,892,650 shares of
common stock, the Company shall be forever released from all of its obligations
and liabilities under the Notes and the Holder shall release its security
interest thereunder. The Warrants have an exercise price of $0.04 and expire
on
October 19, 2012.
Item
9.01 4-1Financial
Statements and Exhibits
(a) Financial
Information of Business Acquired
Not
applicable.
(b) Proforma
Financial Information
Not
applicable.
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Exhibit
Number
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Description
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4.1
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Conversion
Agreement dated as of October 19, 2007, by and between Innova Robotics
and
Automation, Inc. and Jerry Horne
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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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Date:
October 26, 2007
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/s/
Eugene V. Gartlan
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Eugene
V. Gartlan
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Chief
Executive Officer
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