UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 8-K/A
----------
Amendment number 1 to
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: May 13, 2005
Date of earliest event reported: May 9, 2005
NOVA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 333-82608 95-4756822
---------------------------- ----------- ---------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1005 Terminal Way, Suite 110, Reno, NV 89502-2179
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (775) 324-8531
(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 2- FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Effective May 9, 2005, the registrant acquired the remaining
49% of the issued and outstanding common stock of AquaXtremes,
Inc. resulting in the latter becoming the wholly-owned
subsidiary of the registrant. The shares were acquired from
Arthur N. Robins, the registrant's Chief Executive Officer and
a director. In consideration of the transfer by Mr. Robins,
the registrant will issue to Mr. Robins 100,000 shares of the
registrant's Series "B" Preferred Stock, which will constitute
the majority voting power of the registrant. In addition, the
registrant will issue to Mr. Robins a Subordinated Convertible
Non-Negotiable Promissory Note in the principal amount of
$100,000. The principal and interest balance of the Note will
be repaid by the registrant solely from the conversion of the
Note into 40,000,000 shares of the registrant's voting common
stock.
AquaXtremes, Inc. designs, manufactures and markets
revolutionary water sports equipment. One of its most notable
products is the Xboard (TM), a jet-powered personal watercraft
SECTION 5- CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
Arthur N. Robins, the registrant's Chief Executive Officer and
a director, is the holder of 100,000 shares of the
registrant's Series "B" Subordinated Convertible Preferred
Stock which constitutes voting control of the registrant. The
Preferred Stock will be issued pursuant to the terms and
conditions of a Stock Purchase Agreement dated May 9, 2005
between the registrant and Mr. Robins.
ITEM 5.03 AMENDMENTS TO ARTICLE OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
As soon as practicable, the registrant will file a Certificate
of Designation with the Nevada Secretary of State setting
forth the rights, preferences and limitations of the Series
"B" Subordinated Convertible Preferred Stock. The board of
directors of the registrant approved the issuance of the
Series "B" 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
4.0 Certificate of Designation for Series "B"
Subordinated Convertible Preferred Stock.
10.1 Stock Purchase Agreement dated May 9, 2005
between Nova Communications Ltd. and Arthur
N. Robins
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: May 13, 2005 By: /s/ LESLIE I. HANDLER
President