UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 2 TO
/X/ ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: DECEMBER 31, 2002
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For transition period from _____________to______________
Commission File Number: 2-98014-D
NOVA COMMUNICATIONS LTD.
(formerly First Colonial Ventures, Ltd.)
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(Name of small business issuer in its charter)
NEVADA 95-4756822
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
370 Amapola Ave., Suite 202, TORRANCE, CA 90501
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(Address of principal executive offices)
Issuer's telephone number (310) 642-0200
Securities registered under Section 12 (b) of the Exchange Act:
NONE
Securities registered under Section 12 (g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
(Title of Class)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange during the past 12 months (or for such shorter
period that the Company was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days:
YES /X/ NO / /
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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB: / /
Issuer's revenues for its most recent fiscal year: $7,890,400
The aggregate market value of the voting common equity held by non-affiliates
computed by reference to the average bid and asked price of such common equity
as of February 28, 2003 was $469,582 based on the average bid and ask prices
during January and February, 2003.
The issuer had 46,958,180 shares of common stock outstanding as of December 31,
2002.
Documents incorporated by reference: NONE
Transitional Small Business Disclosure Format: Yes / / No /X/
EXPLANATORY NOTE: ON APRIL 16, 2003, NOVA COMMUNICATIONS LTD. FILED FORM 10KSB
FOR THE YEAR ENDED DECEMBER 31, 2002, USING UNAUDITED FINANCIAL STATEMENTS
BECAUSE THE AUDITOR HAD NOT FINISHED THE AUDIT. ON APRIL 30, 2003, NOVA
COMMUNICATIONS LTD. FILED AMENDMENT NO. 1 TO THE 10KSB AND PROVIDED THE
AUDITED STATEMENTS. HOWEVER THIS AMENDMENT DID NOT INCLUDE UPDATED
CERTIFICATIONS. THIS AMENDMENT NO. 2 PROVIDES SUCH CERTIFICATIONS.
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FORM 10-KSB CERTIFICATION
I, Kenneth D. Owen, certify that:
1. I have reviewed this annual report on Form 10-KSB of Nova
Communications Ltd.
2. Based on my knowledge, this annual report does not contain any
untrue statement of material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures ( as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors ( or person
performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial date and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there are significant changes in
internal controls or other factors that
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could significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 6, 2003
By: /s/KENNETH D. OWEN
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Kenneth D. Owen,
President
STATEMENT OF CHIEF EXECUTIVE OFFICER REGARDING
FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Kenneth D. Owen, state and certify as follows:
The financial statements filed with the report on Form 10-KSB for the
period ended December 31, 2002 fully comply with the requirements of Sections
13(a) and 15(d) of the Securities Exchange Act of 1934 and that the information
contained in said periodic report fairly presents, in all material respects, the
financial condition and results of operations of Nova Communications Ltd.
This Statement is submitted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Date: May 6, 2003
By: /s/KENNETH D. OWEN
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Kenneth D. Owen,
Chief Executive Officer and President