<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 30, 2000
NOVA COMMUNICATIONS LTD.
(Exact name of registrant as specified in its charter)
NEVADA 2-98014-D 95-4756822
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number
3830 Del Amo Blvd., Torrance, CA 90503
----------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (310) 642 0200
<PAGE>
Item 2. Acquisition or Disposition of Assets
On July 25, 2000, the Company entered into a Share Exchange Agreement and
Plan of Reorganization ("Agreement") with Communications 2000, Inc. and Kenneth
D. Owen, the President of Communications 2000, Inc. Pursuant to the Agreement,
the Company acquired from Mr. Owen 90% of the issued and outstanding common
stock of Communications 2000 in exchange for 3,000,000 shares of common stock of
the Company. The share exchange was completed on October 1, 2000.
During that time period, Communications 2000, Inc. with the Company's
consent entered into an agreement to acquire all of the issued and outstanding
common and preferred stock of Freepoint Telecom, Inc., and all of the issued and
outstanding common stock of The Message on Hold Network of America, Inc. (MOHN)
in exchange for Communications 2000, Inc. common stock. After all of the
Freepoint and MOHN shareholders have received their Communications 2000, Inc.
common stock, the percentage shareholdings in Communications 2000, Inc. will be
as follows:
Freepoint Shareholders (as a group) 48.44%
Nova Communications Ltd. 38.77%
Kenneth D. Owen 09.69%
Douglas N. Wall 03.10%
------
100.00%
======
Communications 2000, Inc. is a privately-held corporation with offices in
Torrance, California, which is in the business of selling and installing
business communication systems.
The required Financial Statements of Communications 2000, Inc. will be
filed within sixty (60) days.
A copy of the Agreement is attached as an exhibit to this Report.
<PAGE>
Item 5. Other Events
Murray W. Goldenberg submitted his resignation as President and a Director
of the Company to be effective September 30, 2000. Kenneth D. Owen has been
appointed President, effective September 30, 2000. Bryce Sherwood will be
appointed to the Board of Directors to fill the vacancy created by Mr.
Goldenberg's resignation as a Director.
NOVA COMMUNICATIONS LTD.
Registrant
By: /s/ Kenneth D. Owen
-------------------------
Kenneth D. Owen President
