SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NOVA COMMUNICATIONS LTD.
(Exact name of registrant as specified in its charter)
Nevada 95-4756822
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1005 Terminal Way, Suite 110, Reno, NV 89502-2179
(Address of Principal Executive Offices) (Zip Code)
Compensation to the Law Offices of Michael C. Fallon
( Title of the Plan)
Robert D. McNeely
702 Stafford Way
Carson City, NV 89701
(Name, address, and telephone number of agent for service)
Copies to:
Robert C. Laskowski, Esq.
520 SW Yamhill, Suite 600
Portland, Oregon 97204-1329
(503) 241-0780
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum Amount of
Title of securities Amount to maximum offering aggregate offering registration
to be registered be registered price per share price fee
(1) (2) (2) (3)
Common Stock,
par value $0.001 200,000 $ 0.67 $134,000 $15.77
per share shares
(1) This filing registers 200,000 shares of registrant's common stock, par
value $0.001 per share ("Common Stock"), for issuance to the Law Offices of
Michael C. Fallon for legal services provided to the registrant.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with the Securities Act of 1933, as amended, based on the closing
price for the Common Stock in the over- the-counter market on June 21, 2005.
(3) Calculated in accordance with Section 6(b) of the Securities Act of
1933, as amended ( "Act"), and Securities and Exchange Commission ("SEC") Rule
457(h) promulgated under the Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I is permitted to be omitted.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Company with the SEC are incorporated
by reference in this registration statement:
(a) Company's annual report on Form 10-KSB for year ended December
31, 2004, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the year covered by the
annual report referred to in (a) above, specifically the
quarterly report on Form 10Q-SB for the quarter ended March
31, 2005.
All documents filed by the Company subsequent to those listed in Item
3(a)-(b) above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In addition to any rights of indemnification that may be granted to
directors and officers under the Nevada Business Corporation Code, as amended,
the Bylaws "Bylaws") grant the registrant broad powers to indemnify directors
and officers against liabilities that they may incur in such capacities.
The Bylaws require the indemnification of an officer or director made
or threatened to be made a party to a proceeding because such person is or was
an officer or director of the registrant against certain liabilities and
expenses if: (i) the officer or director acted in good faith; (ii) the officer
or director reasonably believed the actions were in or not opposed to the
registrant's best interest; and (iii) in the case of a criminal proceeding, the
officer or director had no reasonable cause to believe that the conduct was
unlawful. In the case of any proceeding by or in the right of the registrant, an
officer or director is entitled to indemnification to the fullest extent
permitted by law if the officer or director acted in good faith and in a manner
the officer or director reasonably believed was in or not opposed to the
registrant's best interest.
An officer or director is generally not entitled to indemnification:
(i) in connection with any proceeding charging improper personal benefit to the
officer or director in which the officer or director is adjudged liable on the
basis that personal benefit was improperly received; or (ii) in connection with
any proceeding initiated by such person against the registrant, its directors,
officers, employees, or other agents.
Item 7. Exemption from Registration Claimed.
Not Applicable
ITEM 8. EXHIBITS.
The exhibits listed in the index to exhibits, which appears on page 7
hereof, are filed as part of this registration statement.
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ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(a) To include any prospectus required by
section 10(a)(3) of the Act;
(b) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereto)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(c) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs A(1)(a) and
A(1)(b) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the above-referenced
provisions, or otherwise, the registrant has been advised that
in the opinion of the SEC such indemnification is against
public policy as expressed
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in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Act, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Palm Desert, California, on June 21, 2005.
NOVA COMMUNICATIONS LTD.
By: /s/ LESLIE I. HANDLER
----------------------------------
Leslie I. Handler
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby constitutes and appoints Leslie I. Handler his or her true and
lawful attorney-in-fact and agent, with full power of substitution for him or
her in any and all capacities, to sign any and all amendments or post-effective
amendments to this registration statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the SEC,
granting unto each such attorney and agent full power and authority to do any
and all acts and things necessary or advisable in connection with such matters,
and hereby ratifying and confirming all that each such attorney and agent, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Act, this registration statement
has been signed by the following persons in the capacities and on the date(s)
indicated:
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Principal Executive Officer
and Principal Financial Officer:
/s/ ARTHUR ROBINS June 21, 2005
----------------------------------
Arthur Robins
Chief Executive Officer
Directors:
/s/ ARTHUR ROBINS June 21, 2005
----------------------------------
Arthur Robins
Director
/s/ LESLIE I. HANDLER June 21, 2005
----------------------------------
Leslie I. Handler
Director
/s/ JAMES F. ABEL, III June 21, 2005
----------------------
James F. Abel, III
Director
/s/ GREG HOGGATT June 21, 2005
----------------------
Greg Hoggatt
Director
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INDEX TO EXHIBITS
Exhibit Number (1) Exhibit Page
-------------- ------- ----
5.1 Opinion of Robert C. Laskowski, Esq. 7
(regarding legality)
23.1 Consent of Robert C. Laskowski, Esq. 7
(included in Exhibit 5.1)
23.2 Consent of Timothy L. Steers, CPA 8
24.1 Power of Attorney 5
(see page 5 of this registration statement)
Other exhibits listed in Item 601 of SEC Regulation S-B are not applicable.
Exhibit 5.1 Opinion of Robert C. Laskowski, Esq. (regarding legality).
ROBERT C. LASKOWSKI
Attorney at Law
520 SW Yamhill, Suite 600
Portland, Oregon 97204-1329
Telephone: (503) 241-0780
Facsimile: (503) 227-2980
June 21, 2005
To the Board of Directors
Nova Communications Ltd.
Gentlemen:
We have acted as counsel for Nova Communications Ltd. ("Company") in
connection with the preparation and filing of a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended, covering 200,000 shares of
Company's Common Stock, par value $0.001 per share (the "Shares"), to be issued
to the Law Offices of Michael C. Fallon. We have reviewed the corporate action
of Company in connection with this matter and have examined and relied upon such
documents, corporate records, and other evidence as we have deemed necessary for
the purpose of this opinion.
Based on the foregoing, it is our opinion that the Shares have been
duly authorized and, when issued and sold pursuant to the Agreement, legally
issued, fully paid, and non- assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ ROBERT C. LASKOWSKI
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Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Letterhead of Timothy L. Steers, CPA, LLC)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form
S-8) for the registration of 200,000 shares of common stock of Nova
Communications Ltd. of our report dated March 21, 2005 with respect to the
consolidated financial statements included in its Annual Report (Form 10-KSB)
for the year ended December 31, 2004, filed with the US Securities and Exchange
Commission.
/s/ TIMOTHY L. STEERS, CPA, LLC
Portland, Oregon
June 21, 2005
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