<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended March 31, 2000
--------------
[_] 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
NOVA COMMUNICATIONS LTD.
(formerly First Colonial Ventures, Ltd.)
----------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada
------ 95-4756822
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
3830 DEL AMO BLVD., TORRANCE, CA 90503
--------------------------------------
(Address of principal executive offices)
Issuer's telephone number, including area code: (310) 642-0200
6033 WEST CENTURY BOULEVARD, SUITE 280, LOS ANGELES, CA 90045
(Former address, if changed since last report)
Check whether the issuer (1) has 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 30 days.
Yes No X
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Common stock: $.001 par value 13,496,182 shares outstanding at March 31, 2000.
Transitional Small Business Disclosure Format: Yes No X
--- ---
Documents incorporated by reference: None
Total sequentially numbered pages in this document: 13
<PAGE>
INDEX
NOVA COMMUNICATIONS LTD.
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
(a). Balance sheets, March 31, 2000 and December 31, 1999.
(b). Statements of operations, Nova Communications Ltd., three months
ended March 31, 2000 and 1999.
(c). Statements of cash flow Nova Communications Ltd., three months
ended March 31, 2000 and 1999.
(d). Notes to financial statements
Item 2. Management's discussion and analysis of financial condition and
results of operations
PART II. OTHER INFORMATION
Item 5. Other Information
(a). Incorporation by reference of Schedule 14-C Information Statement
dated March 31, 2000.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
</TABLE>
2
<PAGE>
NOVA COMMUNICATIONS LTD.
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
March 31 December 31
2000 1999
------------ ------------
<S> <C> <C>
Assets
------
Current assets:
Cash $ $ 3,513
Receivables 27,638 29,820
Notes Receivable 67,000 48,829
Deposits 3,177 3,177
Available-for-sale investments 200,000 200,010
------------ ------------
Total current assets 297,815 285,349
Notes receivable 62,681 94,469
Equipment, net 27,223 28,473
------------ ------------
$ 387,719 $ 408,291
============ ============
Liabilities and Net Capital Deficiency
--------------------------------------
Current liabilities:
Outstanding checks in excess of cash in bank $ 5 $ --
Notes payable, net of deferred loan fees of
$67,842: 499,543 438,038
Accounts payable 329,300 317,880
Payable to related parties 535,305 511,509
Accrued Payroll and payroll related liabilities 46,379 46,379
Other accrued liabilities 1,071 18,661
Long-term obligations, due within one year 4,881 3,429
------------ ------------
Total Liabilities 1,426,123 1,335,896
Long-term obligations 318,382 321,216
Net capital deficiency
Preferred stock; no par value; authorized
10,000,000 shares; common stock; $.001 par
value; shares authorized 500,000,000 shares;
shares outstanding 13,496,182 at December 31,
1999 and March 31, 2000: 13,496 13,496
Additional paid in capital 9,760,654 9,760,955
Retained deficit (10,833,189) (10,725,525)
Unrealized holding loss from available-for-sale
investments: (297,747) (297,747)
------------ ------------
Net capital deficiency (1,356,786) (1,248,821)
------------ ------------
$ 387,719 $ 408,291
============ ============
</TABLE>
3
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NOVA COMMUNICATIONS LTD.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Three Months Ended
--------------------------
March 31 March 31
2000 1999
--------- --------
<S> <C> <C>
Net investment income 4,980 51,309
--------- --------
Total net revenues 4,980 51,309
General and administrative expenses 77,261 82,167
--------- --------
Loss from operations (72,281) (30,858)
Other income (expenses)
Loan fees 38,330 -
Interest expense - 678
--------- --------
Total other income (expenses) 77,261 82,167
--------- --------
Loss before provision for income taxes (110,611) (31,536)
Provision for income taxes (800) (800)
--------- --------
Net loss $(111,411) $(32,336)
========= ========
Net loss per common share $ (.0083) $ (.0024)
========= ========
</TABLE>
4
<PAGE>
NOVA COMMUNICATIONS LTD.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Six Months Ended
------------------------
March 31 March 31
2000 1999
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net investment loss $(110,610) $(32,336)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation 1,250 875
Increase in other assets (12,466) (851)
Increase in accounts payable
and accrued liabilities 90,227 56,906
--------- --------
Net cash (used) in operating activities (31,599) 24,594
--------- --------
Cash flows from investing activities:
Disposition of STS investment 81,000
Acquisition of Auckland note receivable (102,000)
Collection of notes receivable 31,788 --
Purchase of Equipment -- --
--------- --------
Net cash provided (used) in investing activities 31,788 (21,000)
--------- --------
Cash flows from financing activities:
Paid in capital --
Common stock retired (300)
Repayment of related party debt (2,834) --
--------- --------
Net cash provided (used) in financing activities (2,834) (300)
--------- --------
Net increase (decrease) in cash (3,518) 3,294
Cash - Beginning of quarter 3,513 (3,493)
--------- --------
Cash - End of quarter 5 (199)
--------- --------
</TABLE>
5
<PAGE>
NOVA COMMUNICATIONS LTD.
NOTES TO FINANCIAL STATEMENTS
NOTE A - UNAUDITED FINANCIAL STATEMENTS
The unaudited financial statements have been prepared in conformity with
generally accepted accounting principles and include all adjustments which are,
in the opinion of management, necessary for a fair presentation of the results
for the interim periods presented. All such adjustments are, in the opinion of
management, of a normal recurring nature. Results of operations for the three-
month period ended March 31, 2000 are not necessarily indicative of the
operating results to be expected for the full year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these financial statements
be read in conjunction with the financial statements and notes thereto included
in the Company's annual report on Form 10-KSB for the year ended December 31,
1999.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
DESCRIPTION OF THE COMPANY: Nova Communications Ltd., (the "Company" or
"Nova"), was formerly known as First Colonial Ventures, Ltd. Stockholders of
the Company met in June 1999 and voted to change the name of the Company, change
its state of incorporation from Utah to Nevada, and to terminate its status
under the Investment Company Act of 1940 as a Business Development Company. The
Company acquires ownership interests in business opportunities.
BASIS OF PRESENTATION: The accompanying financial statements have been prepared
in conformity with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. The Company and its investees
have sustained operating losses for several years and required substantial
amounts of working capital in their operations. At March 31, 2000, liabilities
exceed assets by $1,356,785. The Company does not have an investee with current
operations. The Company continues to have difficulty in meeting its obligations
as they become due. The Company's cash flow for the quarter ended March 31,
2000, was not sufficient to meet current operating requirements and the Company
continues to have difficulty making satisfactory progress toward liquidating its
past due obligations. Creditors have recorded judgments against the Company.
The ability of the Company to acquire profitable operations and generate
sufficient positive cash flow is dependent upon obtaining additional capital
and/or sale of remaining investments. The Company's financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the Company to
continue as a going concern.
CASH: Cash includes only cash in unrestricted bank accounts.
6
<PAGE>
INVESTMENTS: The Company's investments in equity securities are carried at cost
less valuation reserves established in prior years. The Company determined that
one of these investments does not currently have a readily determinable fair
value and, accordingly, cannot be classified as "Trading" or "Available for
Sale" pursuant to the provisions of Statement of Financial Accounting Standards
115. The Company's option to acquire 100% of the outstanding capital stock of
Communications 2000, Inc. was extended by mutual agreement to June 30, 2000.
INCOME TAXES: Income taxes are accounted for using an asset and liabilities
approach. Under this method, deferred income tax assets and liabilities are
computed for differences between the financial statement carrying amounts and
their tax bases that will result in taxable or deductible amounts in the future
using enacted tax rates in effect in the years in which the differences are
expected to reverse. Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized. Income tax
expense is the tax payable or refundable for the period plus or minus the change
in deferred tax assets and liabilities.
NET LOSS PER SHARE: Net loss per share is computed by dividing net loss by the
weighted average number of common shares outstanding during the period.
Preferred stock is not considered to be a common stock equivalent.
SIGNIFICANT RISKS AND UNCERTAINTIES: The process of preparing financial
statements in conformity with generally accepted accounting principles requires
the use of estimates and assumptions relating to the reporting of assets and
liabilities and the reported amounts for revenues and expenses. Such estimates
and assumptions primarily relate to unsettled transactions and events as of the
date of the financial statements. Accordingly, upon settlement, actual results
may differ from estimated amounts.
NOTE C - INVESTMENTS
Investments included the following at March 31, 2000 and December 31, 1999:
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
--------- ------------
<S> <C> <C>
Gulf Coast Hotels, Inc.
Common stock (at cost) 1,875 $ 209,782 $ 209,782
Advances (at cost) 85,000 85,000
Valuation reserve (294,782) (294,782)
And Justice For All, Inc.
Common stock (appraised value) 362,500 497,757 209,940
Valuation reserve (297,757) (98,391)
</TABLE>
At December 31, 1999, the Company's remaining investments included the Gulf
Coast Hotels project, cash advances to Communications 2000, Inc. and the
investment in And Justice For All (the "Legal Club") common stock.
7
<PAGE>
Gulf Coast Hotels - In 1994 Gulf Coast Hotels (a non-public Mississippi
corporation) acquired the rights to approximately 1.4 acres in Biloxi,
Mississippi, for the purpose of developing a high-rise condominium on the site.
Negotiations began approximately two years ago for the transfer of these rights
to a development group in exchange for cash plus a minority interest in the
group. Although tentative agreement has been reached several times, there have
been various obstacles including water rights, sewer limitations, and
undisclosed liens against the property, which have prevented closing the deal.
Due to the uncertainties involved, the investment was fully reserved in 1997 by
a charge to unrealized losses. Management believes that eventually the project
will go forward and continues to support resolution of the obstacles.
And Justice For All (Legal Club)- During 1996 and 1997, the Company acquired
650,000 shares of common stock of the Legal Club, a nationwide membership
organization providing access to attorney services at discounted rates. During
1998 the Legal Club became a public company trading over-the-counter. The Legal
Club shares owned by the Company were issued pursuant to Rule 144 and became
"free trading" on April 19, 2000. Bid and ask prices for Legal Club common
stock are available. Accordingly, the Company valued its Legal Club investment
based upon management's appraisal. On June 7, 1999, the Company paid out
250,000 shares of its Legal Club common stock as a loan fee, and assigned
337,500 shares and pledged an additional 25,000 shares of Legal Club common
stock as collateral for a loan and legal fees. The loan agreement provides for
an "orderly liquidation" of the Legal Club shares held as collateral commencing
December 1999 to repay the loan.
NOTE D - NOTES RECEIVABLE
Notes receivable included the following at March 31, 2000 and December 31, 1999:
<TABLE>
March December
2000 1999
-------- --------
<S> <C> <C>
RABO - Installment note dated 1994
for the original amount of $88,000;
secured by assets and personal
guarantee; payable $2,000 monthly
including interest at 10% per annum $ 55,000 $ 59,683
Less: valuation reserve (59,683)
AUCKLAND - Installment note
dated 3/16/99 in the original amount
of $130,000; secured by equipment;
payable monthly per schedule; plus
interest at 10% per annum 74,769 91,756
Less: Current portion (67,000) (24,000)
-------- --------
Notes Receivable, non-current $ 62,681 $ 67,756
======== ========
</TABLE>
8
<PAGE>
Payments made by Rabo or Auckland and received by the Company after June 7,
1999, are to be split 65% to the Company and 35% to a law firm. This Company
agreed to split payments received as part of the terms of the loan negotiated on
June 7, 1999.
NOTE E - OFFICE EQUIPMENT
Office equipment included the following at March 31, 2000 and December 31, 1999.
<TABLE>
<CAPTION>
March December
2000 1999
-------- --------
<S> <C> <C>
Office equipment (at cost) $ 45,798 $ 21,205
Accumulated depreciation (18,576) (14,006)
-------- --------
Office Equipment, net $ 27,223 $ 7,199
======== ========
</TABLE>
NOTE F - PREPAID CONSULTING CONTRACT AND LOAN FEE
Prepaid consulting contract - The Company entered into a six-month consulting
contract at a total cost of $25,000 in connection with the loan acquired on June
7, 1999. The cost of this contract was recorded as a prepaid expense and is
being written off to expense ratably over the six-month term of the contract
from June through November 1999.
Prepaid loan fee - The Company paid as a loan fee 250,000 shares of its Legal
Club common stock to obtain the loan acquired on June 7, 1999. The Company
determined that these shares had a fair value of $191,650 and recorded this
amount as a prepaid loan fee. The loan fee is being written off to expense
ratably over the fifteen-month term of the loan from June 1999 through August
2000.
NOTE G - NOTES PAYABLE
Notes payable consisted of the following at March 31, 2000 and December 31,
1999:
<TABLE>
<CAPTION>
March December
2000 1999
--------- ---------
<S> <C> <C>
Private Investor - demand note dated
4/29/94 plus interest at 2% over Bank
of America prime rate $309,453 $309,453
Investment Group - note dated 6/07/99
due 8/31/00 plus interest at 10% per
annum secured by assets of the Company 567,385 553,585
Note secured by equipment dated 4/11/99
payable $461 monthly including
interest due March 2004 13,809 15,191
-------- ---------
Notes payable $890,647 $878,229
======== =========
</TABLE>
9
<PAGE>
Private Investor Demand Note - In December 1997, the Company issued 150,000
shares of its common stock to the private investor under an agreement whereby
the Company would payoff the note with shares of its stock. The Company
guaranteed the private investor that proceeds received from future sale of the
investor's Nova stock would be sufficient to payoff the note in full. The
private investor accepted the shares of Nova common stock but did not sign the
agreement.
Foothill Bank/Investment Group - The Company guaranteed the asset based line of
credit extended by Foothill Independent Bank to Contemporary Resources. Since
the closure of Contemporary, the bank has looked to the Company to honor its
guarantee and payoff the line of credit. On June 7, 1999, the Company arranged
for a loan in the amount of $525,000 and used the proceeds to payoff the
Foothill Bank line of credit, to pay certain legal and consulting fees, and for
working capital. Terms of the new loan included a loan fee of 250,000 shares of
Legal Club common stock that was tendered to the lender. Also, the Company
assigned 337,500 shares and pledged an additional 25,000 shares of Legal Club
common stock as collateral for the loan and legal fees. The loan plus interest
at 10% per annum is due August 31, 2000. Notwithstanding the loan due date, the
loan agreement provides for an "orderly liquidation" of the Legal Club shares
commencing December 1999 to repay the loan.
NOTE H - MANAGEMENT FEE PAYABLE TO OFFICER
The Company pays a monthly management fee of $13,750 to its president pursuant
to a month-to-month management agreement. For the past several years, the
Company has been unable to pay the fee in full. Accordingly, this accrued
liability represents amounts earned, but not yet paid to the Company's
president.
NOTE I - COMMON STOCK
On January 1, 1999, the Company entered into an agreement to acquire 100% of the
outstanding shares of Communications 2000, Inc., a non-public California
corporation that sells and installs telephone and other communication equipment
and systems. The Company will exchange a note convertible into 2,000,000 shares
of Nova common stock for all of the outstanding shares of Communications 2000,
Inc. The note is convertible on or after March 31, 2000. The Company may
rescind the agreement if Communications 2000, Inc. does not meet certain
financial goals, and Communications 2000, Inc. may rescind the agreement if the
Company's common stock is not trading at or above one dollar by March 31, 2000.
The Option Agreement was not exercised but was extended to June 30, 2000.
NOTE J - INCOME TAXES
Deferred income taxes consisted of the following at March 31, 2000 and December
31, 1999:
<TABLE>
<CAPTION>
March December
2000 1999
----------- -----------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryovers $ 2,395,000 $ 2,395,000
Valuation allowance (2,395,000) (2,395,000)
----------- -----------
Net deferred income taxes $ -- $ --
=========== ===========
</TABLE>
10
<PAGE>
The Company had net operating loss carryovers as of December 31, 1999 of
approximately $ 6,800,000 available to offset future taxable income, if any. In
the event of ownership changes aggregating 50% or more in any three-year period,
the amount of loss carryovers that become available for utilization in any year
may be limited. If not utilized against future taxable income, the tax loss
carryovers will expire in the years 1999 through 2010. The consolidated tax
returns of the Company are filed in the name of Contemporary Resources as a
result of the original reverse purchase of the assets of FCVL in 1987 by
Contemporary Resources.
NOTE K - LEGAL MATTERS
The Company's President and Chief Executive Officer, was convicted on December
20, 1999, in the United States District Court, Southern District of New York.
The convictions were based on violations of title 15 USC 78j (b) and 78ff; 17
CFR Section 240.10b-5; Title 18USC 371, 1343, 1346, 1952 (a) (3). The
conviction is presently under appeal.
In addition during 1997, the United States Securities and Exchange Commission
began a private investigation of the Company in connection with its financial
reporting practices. The investigation has been completed and pursuant to
Section 9 (f) of the Investment Company Act, Section 8A of the Securities Act
and 21C of the Exchange Act, the Securities and Exchange Commission ordered that
Goldenberg cease and desist from (1) causing any violation and any future
violation of Sections 23(b), 31(a) and 55(A) of the Investment Company Act and
Rule 31a-1 there under and Section 13(a) of the Exchange Act and Rules 13a-13
there under; and (2) committing or causing any violation and any future
violation of Sections 5(a) and 5(c) of the Securities Act; and pursuant to
Section 9(b) of the Investment Company Act, Goldenberg is prohibited from
serving or acting as an employee, officer or director, member of an advisory
board, investment adviser or depositor of, or principal underwriter for, a
registered investment company or affiliated person of such investment adviser,
depositor, or principal underwriter.
Item 2. Management's discussion and analysis of financial condition and
results of operations.
GENERAL
The Company was formed for the purpose of acquiring ownership interests in
business opportunities. At the present time, the Company has no operating
investees and is deriving its revenue from the collection of its Notes
Receivable.
The following discussion is based on the unaudited financial statements
contained elsewhere in this report. The unaudited financial statements have
been prepared in conformity with generally accepted accounting principles, which
contemplate
11
<PAGE>
continuation of the Company as a going concern. The financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classifications
of the liabilities that may result from the possible inability of the Company to
continue as a going concern. See Note B of Notes to the Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES - Currently, the Company's principle sources of
liquidity are from collection on the Rabo and Auckland notes receivable, and
from collection of old trade receivables from Acclaim and Contemporary
Resources. The Company's long-term strategy is to seek acquisitions in the
communications and internet industries that will provide cash flow and a capital
base. Commencing April, 2000, the company expects to begin selling its shares
of And Justice For All.
PART II. OTHER INFORMATION
Item 5. Other Information.
(a) Information statement pursuant to 14(c) of the Securities Exchange Act of
1934 was filed September 1999 and is hereby incorporated by reference.
(b) Stockholders of the Company met in June 1999 and adopted all resolutions
proposed by the board of directors as set forth in the Information Statement.
Pursuant to this meeting of stockholders, the Company changed its name to Nova
Communications Ltd., changed its state of incorporation to Nevada, changed its
federal identification number to 95-4756822, and terminated its Business
Development Company status.
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> (5)
<SECURITIES> 200,000
<RECEIVABLES> 157,319
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 297,815
<PP&E> 27,223
<DEPRECIATION> 0
<TOTAL-ASSETS> 387,719
<CURRENT-LIABILITIES> 1,426,123
<BONDS> 0
0
0
<COMMON> 13,496
<OTHER-SE> (1,370,282)
<TOTAL-LIABILITY-AND-EQUITY> 387,719
<SALES> 0
<TOTAL-REVENUES> 4,980
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 115,591
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 110,611
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
