UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
NOVA COMMUNICATIONS LTD.
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(Exact name of registrant as specified in its charter.)
NEVADA
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(State or other jurisdiction of incorporation or organization.)
66977 X 107 95-4756822
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(CUSIP Number) (IRS Employer Identification Number)
1001 Terminal Way, Suite 110, Reno, NV 89502-2179
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(Address of principal executive offices.)
(775) 324-8531
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(Registrant's telephone number, including area code.)
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2)
[ x ] Definitive Information Statement
Payment of Filing Fee (Check the appropriate box.): [ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14(c)-5(g) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: $ -0-
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
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NOVA COMMUNICATIONS LTD.
1005 Terminal Way, Suite 110
Reno, Nevada 89502
Telephone (775) 324-8531
Notice of Proposed Action by Written Consent
of the Holder of the
Majority of the Voting Power to be taken on or about
January 23, 2006.
To the Stockholders of NOVA COMMUNICATIONS LTD.
Notice is hereby given that upon written consent by the holders of a majority of
the voting power of the Company, the Company intends to take certain action as
more particularly described in this Information Statement. The action will be
effected on or after 20 days from the date this Information Statement is mailed
to stockholders, which is expected to be on or about January 3, 2006.
Only stockholders of record at the close of business on December 19, 2005 will
be given Notice of the Action by Written Consent. The Company is not soliciting
proxies.
By Order of the Board of Directors
/s/ Arthur N. Robins
Chief Executive Officer
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
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NOVA COMMUNICATIONS LTD.
1005 Terminal Way, Suite 110
Reno, Nevada 89502
Telephone (775) 324-8531
INFORMATION STATEMENT
CONSENT ACTION BY STOCKHOLDERS WITHOUT A MEETING
This Information Statement is furnished to all holders of the Common Stock and
the holders of the Preferred Stock of the Company in connection with proposed
action by the holder of the majority of the voting power of the Company to take
the following action:
o Amend the Articles of Incorporation to change the name of the
Company to Encompass Holdings, Inc.
The action is proposed to occur on or about January 23, 2006. This Information
Statement is first being mailed to stockholders on or about January 3, 2006.
Only stockholders of record at the close of business on December 19, 2005 are
entitled to notice of the action to be taken. There will be no vote on the
matters by the shareholders of the Company because the proposed action will be
accomplished by the written consent of the holders of the majority voting power
of the Company as allowed by Section 78.320 of the Nevada Business Corporation
Act. The holder of all of the Series "B" Preferred Stock, which constitutes the
majority voting power of the Company, has adopted, ratified and approved
resolution to effect the action described. No other votes are required or
necessary. See the caption "Vote Required for Approval," below.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
DISSENTER'S RIGHTS OF APPRAISAL
The Nevada Business Corporation Act ("Nevada Law") does not provide for
dissenter's rights of appraisal in connection with the corporate action to be
taken.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on December 19, 2005 as
the record date for the determination of the common shareholders entitled to
notice of proposed action by written consent. At the record date, the Company
had outstanding 12,445,907 shares of common stock, par value $0.001 per share
and 200,000 shares of Preferred Stock, of which 100,000 shares are Series "A"
Preferred Stock , par value $0.001 and 100,000 shares are Series "B" Preferred
Stock, par value $0.001 ( collectively, "Preferred Stock").The holder of the
Company's Series "B" Preferred Stock, who holds the majority voting power on the
record date, has signed a consent to the taking of the corporate action
described. This consent will be sufficient, without any further action, to
provide the necessary stockholder approval of the action.
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CORPORATE ACTION TO BE TAKEN
AMENDMENT TO THE ARTICLES OF INCORPORATION
The amendment to Article I of the Articles of Incorporation will consist solely
of changing the Company's name to Encompass Holdings, Inc. The change of name is
occasioned by the reorganization of the Company's original business of
telecommunications products and services to that of a more diversified nature,
including, among other things, the design, manufacture and marketing of water
sports equipment through the Company's wholly-owned subsidiary, AquaXtremes,
Inc.
DESCRIPTION OF CAPITAL STOCK AND VOTING RIGHTS
The Company's authorized capital consists of 500,000,000 shares of Common Stock,
par value $0.001 per share and 200,000 shares of Preferred Stock, par value
$0.001 As of December 19, 2005, there were 12,445,907 shares of Common Stock
outstanding and 200,000 shares of preferred stock,100,000 of which are issued
and outstanding as Series "A" Preferred Stock and 100,000 of which are issued
and outstanding as Series "B" Preferred Stock. The holders of Common Stock and
the holders of the Preferred Stock are each entitled to vote as a single class
on all matters to come before a vote of the stockholders of the Company. The
holder of the Series "B" Preferred Stock holds the majority voting power of the
Company and therefore will be able to approve the amendment to the Articles of
Incorporation.
VOTE REQUIRED FOR APPROVAL
Section 78.380 of the Nevada Business Corporation Act provides an outline of the
scope of the amendments of the Articles of Incorporation allowed a Nevada
Corporation. This includes the amendment discussed in this Information
Statement. The procedure and requirements to effect an amendment to the Articles
of Incorporation of a Nevada corporation are set forth in Section 78.390
provides that proposed amendments must first be adopted by the Board of
Directors and then submitted to stockholders for their consideration at an
annual or special meeting and must be approved by shareholders holding at least
the majority voting power of the Company.
Section 78.320 of the Nevada Business Corporation Act provides that any action
required to be taken at a special or annual meeting of the stockholders of a
Nevada corporation may be taken by written consent, in lieu of a meeting, if the
consent is signed by stockholders holding at least the majority of the voting
power of the Company as would be necessary to authorize or take the action at a
meeting at which all shareholders entitled to vote were present and voted.
Person holding the majority voting power of the Company have adopted, ratified
and approved the amendment to the articles of incorporation as described in this
Information Statement. No further votes are required or necessary to effect the
proposed amendment or the other corporate actions to be taken.
The securities that would have been entitled to vote if a meeting was required
to be held to amend the Company's Articles of Incorporation consist of
12,445,907 shares of the Company's common stock and 200,000 shares of Preferred
Stock issued and outstanding as of December 19, 2005, the record date for
determining stockholders who would have been entitled to notice of and to vote
on the proposed amendment to the Articles of Incorporation.
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SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS
AND FIVE PERCENT STOCKHOLDERS
The following table sets forth certain information concerning the ownership of
the Company's Common Stock and Preferred Stock as of December 19, 2005, with
respect to: (i) each person known to the Company to be the beneficial owner of
more than five percent of the Company's Common Stock; (ii) all directors; and
(iii) directors and executive officers of the Company as a group. To the
knowledge of the Company, each shareholder listed below possesses sole voting
and investment power with respect to the shares indicated.
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------------ --------------------------------------- ----------------------- --------
Common Stock Leslie I. Handler -0- -0-
382 Running Springs Dr.
Palm Desert, CA 92276
Common Stock Arthur N. Robins 500,000 4.0%
362 Gulf Breeze Pkwy, # 139
Gulf Breeze, FL 32561
Common Stock James F. Abel, III -0- -0-
3 Hilltop Rd.
Owensboro, KY 42303
-0-
Common Stock Greg K. Hoggatt -0-
333 Panferio Dr.
Pensacola, FL 32561
Series "A" Preferred NovaNet Media, Inc.(a) 100,000 100%
Stock 370 Amapola Ave. Suite 202
Torrance, CA 90501
100,000 100%
Series "B" Preferred Arthur N. Robins
Stock 362 Gulf Breeze Pkwy, # 139
Gulf Breeze, FL 32561
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Common Stock All executive officers and directors 500,000 4.0%
as a group ( 3 persons)
Preferred Stock All executive officers and directors 100%
as a group ( 3 persons) 100,000
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(a) The voting power with respect to these shares is subject to a
Voting Trust Agreement between NovaNet Media, Inc. and Murray
Goldenberg dated January 24, 2005.
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INTEREST OF CERTAIN PERSONS IN
OR OPPOSITION TO MATTERS TO BE ACTED UPON
No person who has been a director or officer of the Company at any time since
the beginning of the last fiscal year, nominee for election as a director of the
Company, nor associates of the foregoing persons has any substantial interest,
direct or indirect, in proposed amendment to the Company's Articles of
Incorporation which differs from that of other stockholders of the Company. No
director of the Company opposes the proposed amendment of the Company's Articles
of Incorporation.
ADDITIONAL INFORMATION
Additional information concerning the Company, including its annual and
quarterly reports for the previous twelve months which have been filed with the
Securities and Exchange Commission may be accessed through the Securities and
Exchange Commission EDGAR archives at www.sec.gov. Upon written request of any
stockholder to the Company's Chief Executive Officer, Arthur N. Robins, at 1005
Terminal Way, Suite 110, Reno, Nevada 89502, a copy of the Company's Annual
Report on Form 10- KSB for the year ended June 30, 2005, will be provided
without charge.
Dated: January 3, 2006
By Order of the Board of Directors
/s/ Arthur N. Robins
Chief Executive Officer
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