UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 27, 2004
NOVA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 333-82608 95-4756822
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
370 AMAPOLA AVE. # 202, TORRANCE, CALIFORNIA 90501
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 642-0200
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
Effective December 27, 2004, the registrant issued of 100,000 shares of its
Series "A" Convertible Preferred Stock to NovaNet Media, Inc. in
consideration of the satisfaction of previous loans and advances made to
the registrant by NovaNet Media, Inc. The aggregate amount of such previous
loans and advances was $441,231.
Each share of the Series "A" Convertible Preferred Stock carries 200 votes.
Consequently, NovaNet Media, Inc. has effective voting control of the
registrant. At the present time, there are not arrangements or
understandings between Nova Net Media, Inc. and the registrant with respect
to the election of directors or other matters.
Kenneth D. Owen, the President of the registrant, is also the President of
NovaNet Media, Inc. Mr. Owen disclaims any beneficial or pecuniary interest
in the shares of Series "A" Convertible Preferred Stock held by NovaNet
Media, Inc.
Item 5.03 Amendments to Article of Incorporation or Bylaws; Change in
Fiscal Year
Effective December 10, 2004, the registrant filed a Certificate of
Designation with the Nevada Secretary of State to establish the rights,
preferences and limitations of the Series "A" Convertible Preferred Stock.
The board of directors of the registrant approved the issuance of the
Series "A" Convertible Preferred Stock without the need for shareholder
approval pursuant to authority granted under the registrant's Articles of
Incorporation.
Section 9. Financial Statements and Exhibits
Exhibit No. Description
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3.0 Certificate of Designation for Series "A" Convertible
Preferred Stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Nova Communications Ltd.
Dated: December 29, 2004. By: /s/ KENNETH D. OWEN
President