CarbonMeta Technologies Inc (COWI)

[SPIN]

here's what weisel claimed a year ago...

Innova Holdings, Inc.: Open Letter to Stockholders

FORT MYERS, FL, Jul 17, 2006 (MARKET WIRE via COMTEX) -- (OTCBB: IVHG) -- On July 13, 2006, we filed a preliminary proxy statement with the Securities and Exchange Commission on Schedule 14A with regard to our upcoming Special Meeting of Stockholders, which is tentatively scheduled to be held on Friday, September 15, 2006. One of the proposals to be put to a vote of our stockholders is a reverse stock split of the issued and outstanding shares of our common stock at a ratio of either one-for-eight or one-for-ten, as determined at the discretion of the board of directors to be in the best interests of the Company without further approval from our stockholders.

I would like to explain some reasons why a reverse split of the company's shares is important and beneficial to our stockholders and Innova Holdings, Inc. A reverse split of 1 for 10 means that for every 10 shares you own they will be combined into one share. In theory, the value of that one share should be worth 10 times what it was before the reverse split, although we can provide no assurance that this will occur. As an example, if you own 1,000,000 shares and they have a market value of $.025 per share before the reverse split, you will receive 100,000 shares after the reverse split and, in theory, the 100,000 shares you receive after the reverse split should have a value of $.25 per share. In both cases, before and after the reverse split, the shares in total should be worth $25,000.

Many of our stockholders have asked why we are doing this and others have been asking why we aren't doing it for the past several months. Let me address our strategy.

Our Board of Directors, financial advisors, and your management team believe a reverse split now will create a more stable capital structure enabling our company to achieve continued growth, by:

-- bringing the number of shares outstanding to a more realistic, manageable and attractive level, which may help generate investor interest in the Company and help the Company attract and retain employees and other service providers, and

-- using available shares sparingly to raise the growth capital necessary to fund future growth through acquisitions, product development, and to finance the sales and marketing activities necessary to achieve higher levels of sales and eventually profits.

Although we can provide no assurance that the reverse split will indeed lead directly to our goals, it's the opinion of our Board of Directors, financial advisors and management that it is a necessary step.

We believe we have been successful to date in achieving goals that are fundamental to our growth strategy:

-- We entered into an exclusive worldwide agreement with Mesa Robotics, Inc. to market and sell their industry and Military line of unmanned mobile robotic vehicles. We intend to concentrate on several key markets for these products -- the Military, Homeland Security and the First Responder markets including Fire, Police and Sheriffs' departments. We are moving on these fronts and investing cautiously in the resources that we believe will lead to success in this marketplace.

-- We acquired the business assets of CoroWare, a software system integrator with a focus on unmanned mobile robotics, web-based software services, and other system integration services. We believe that these are growth markets.

-- We developed and launched the third generation, open architecture PC industrial robot controller for RWT -- the URC3(TM) -- for which we have already received the first multi-unit order. Reaching the full sales potential of this product will require building broad awareness in the targeted industrial markets about the URC3's features and functions, and the cost benefits it provides by, we believe, extending the useful life of robots and other forms of capital equipment already installed, reducing the downtime of production systems, eliminating the need for large spare parts inventories, and simplifying training, programming, operations, and maintenance. To that end, we plan to launch aggressive advertising, public relations, and direct mail campaigns with industrial trade journals to communicate this message of the URC3's success stories by our existing customers.

-- We repaid well over one million dollars in old debt including debt that has burdened our balance sheet and our organization since the reverse merger in August 2004. We still have debt to pay down.

Going forward we believe there are more opportunities for growth through continued hard work, and improving our market position in the industrial and service sectors. We intend to use the new URC3 to offer retrofitting of existing industrial robots. We expect to target acquiring key companies that will compliment our technologies and possibly allow us to gain additional market share in the industrial and service robotics markets, the motion control market, and the software systems integration market. We also intend to aggressively launch a sales and marketing initiative of the Mesa Robotics line of unmanned robotic vehicles. All of these activities will require capital -- growth capital -- and we see the reverse split as a key step in realigning the shares outstanding to be at a more balanced and reasonable level which may attract more investors to appreciate the value proposition of our company as a long term investment. I personally have been presenting the merits and attributes of our company to investors around the country for some time now, and the one question that constantly comes up is, "Why aren't you going to do a reverse split to reduce the number of shares outstanding? Then we can seriously look at investing in your company." So, we have been effective in telling potential new investors about our company, but the number of shares outstanding often is the key obstacle to new investment.

In closing, I would like to point out that in the past year we have booked new orders, fulfilled a multiple unit order with our patented open PC Universal Robot Controller, received our third US Patent office pioneer patent, obtained a single source contract from NASA's Goddard Space Flight Center for a Hubble Telescope project, reported revenue, acquired CoroWare, while still forming another subsidiary, Innova Robotics, to distribute the Mesa products into the Unmanned Robotic Vehicle markets... while retiring over one million dollars of corporate indebtedness.

I strongly believe we need to reduce the number of outstanding shares to continue our growth plan and increase our stockholders' value. I kindly ask for your support as we move towards continuation of our growth strategy. Thank you so much for your continued support.

Sincerely,

Walter K. Weisel
Chairman and CEO

www.innovaholdings.com
www.mesa-robotics.com

Sandra L. Brooks
INCOMM International Inc.
Tel: [phone]
SOURCE: Innova Holdings, Inc.

Copyright 2006 Market Wire, All rights reserved.


and see:

As of July 26, 2006, the closing price of our common stock as reported on the Over-The-Counter Bulletin Board was $0.014 per share. The Board of Directors believes that a higher stock price would help the Company attract and retain employees and other service providers. The Board of Directors believes that some potential employees and service providers are less likely to work for a company with a low stock price, regardless of the size of the company’s market capitalization. If the reverse stock split successfully increases the per share price of our common stock, the Board of Directors believes this increase will enhance our ability to attract and retain employees and service providers. Further, in deciding at what ratio to effectuate the reverse stock split, the Board of Directors will consider that our common stock may not appeal to brokerage firms that are reluctant to recommend lower priced securities to their clients. Investors may also be dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks. Most investment funds are reluctant to invest in lower priced stocks.

The increase in the number of authorized but unissued shares of common stock would enable the Company, without further stockholder approval, to issue shares from time to time as may be required for proper business purposes, such as raising additional capital for ongoing operations, acquisitions of businesses and assets, stock splits and dividends, present and future employee benefit programs and other corporate purposes. In addition, the Board of Directors believes that having additional authorized but unissued shares of common stock through the effectuation of the reverse stock split could have a number of effects on the Company's stockholders depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. The increase could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of the Company more difficult. For example, additional shares could be issued by the Company so as to dilute the stock ownership or voting rights of persons seeking to obtain control of the Company. Similarly, the issuance of additional shares to certain persons allied with the Company's management could have the effect of making it more difficult to remove the Company's current management by diluting the stock ownership or voting rights of persons seeking to cause such removal.

http://www.sec.gov/Archives/edgar/data/1156784/000114420406030348/v048603_prer14a.htm

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