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)



370 Amapola Ave. # 202, Torrance, California                      90501
  (Address of Principal Executive Offices)                      (Zip Code)


                       2004 Consultants Compensation Plan

                                 Robert 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            140,000,000              $ 0.02                 $ 2,800,000             $355.00
per share                      shares
----------------------------------------------------------------------------------------------------------------







(1)  This filing registers  140,000,000 shares of registrant's common stock, par
value $0.001 per share (the "Common Stock"),  reserved for issuance  pursuant to
the registrant's 2004 Consultants  Compensation Plan for consulting and advisory
services to be 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 9, 2004.

(3)  Calculated in accordance  with Section 6(b) of the  Securities Act of 1933,
as amended (the "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,  2003,  filed  pursuant  to Section  13(a) or 15(d) of the
                  Securities  Exchange Act of 1934,  as amended  (the  "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, 2004.

         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.









                                       -2-


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,
Company's  Bylaws  (the  "Bylaws")  grant  Company  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 Company 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  Company'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 Company, 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 Company'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  Company,  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.



















                                       -3-


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

                                       -4-


                  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 Torrance, California, on June 9, 2004

NOVA COMMUNICATIONS LTD.


By:      /s/ KENNETH D. OWEN
         ----------------------------------
         Kenneth D. Owen
         President


POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby constitutes and appoints Kenneth D. Owen and Leslie I. Handler, and
each of them, 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:




                                       -5-





Principal Executive Officer:                         Date:

/s/ KENNETH D. OWEN                                  June 9, 2004
----------------------------------
Kenneth D. Owen
President

Principal Financial Officer:

/s/ LESLIE I. HANDLER                                 June 9, 2004
----------------------------------
Leslie I. Handler
Treasurer

Directors:


/s/ KENNETH D. OWEN                                  June 9, 2004
----------------------------------
Kenneth D. Owen
Director


/s/ LESLIE I. HANDLER                                June 9, 2004
----------------------------------
Leslie I. Handler
Director




























                                       -6-


                                INDEX TO EXHIBITS


Exhibit Number (1)                     Exhibit                           Page
------------------- ------------------------------------------------ -----------
4.2                                     Bylaws                            *
                               (relevant portions only)
------------------- ------------------------------------------------ -----------
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)
------------------- ------------------------------------------------ -----------
*        Incorporated by reference.

(1)      Other  exhibits  listed  in  Item  601 of SEC  Regulation  S-B  are not
         applicable.