SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
(Mark One)
[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 2003.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from to .
Commission file number:2-98014-D
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NOVA COMMUNICATIONS LTD.
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(Exact name of small business issuer as specified in its charter)
NEVADA 95-4756822
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
370 AMAPOLA AVE. SUITE 202, TORRANCE, CALIFORNIA 90501
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(Address of principal executive office) (Zip Code)
(310) 642-0200
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(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of theExchange Act:
COMMON STOCK, $.001 PAR VALUE
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant 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 SB is not contained in this form and no disclosure will be contained,
to the best of the registrant'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 [ ].
1
Issuer's revenues of its most recent fiscal year was $4,322,108.
The aggregate market value of the voting common stock held by
non-affiliates computed with reference to the average bid and asked price of
such common equity as of February 28, 2004 was $469,582 based on the average bid
and ask prices during January and February 2004.
As of December 31, 2003 , the number of outstanding shares of the
issuer's common stock, $0.001 par value was 255,081,462 shares.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT: Yes [ ] No [x]
THIS AMENDMENT IS SUBMITTED SOLELY TO PROVIDE THE NAME OF THE AUDITOR WHO
PREPARED THE FINANCIAL STATEMENTS.
REPORT OF INDEPENDENT AUDITORS
To the Stockholders
Nova Communications Ltd.
We have audited the accompanying consolidated balance sheet of Nova
Communications Ltd. as of December 31, 2003 and 2002, and the related
consolidated statements of operations, comprehensive loss, changes in
stockholders' equity (deficit), and cash flows for each of the two years in the
period ended December 31, 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall consolidated financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Nova Communications
Ltd. as of December 31, 2003 and 2002 and the results of its operations and its
cash flows for each of the two years in the period ended December 31, 2003 in
accordance with U.S. generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As described in Note 2 to the
consolidated financial statements, the Company has a working capital deficit, a
net capital deficiency, and recurring net losses that raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 2. The accompanying
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/TIMOTHY L. STEERS, CPA LLC
TIMOTHY L. STEERS, CPA LLC
April 10, 2004
Portland, Oregon