SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
__________________
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report(Date of Earliest Event Reported): April 24, 2000
NOVA NATURAL RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 0-15078 84-1227328
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
789 Sherman St.,Suite 550,Denver,Colorado 80203
(Address of principal executive offices) (Zip Code)
(303)863-1997
(Registrant's telephone number, including area code)
ITEM 5. Other Events
The Company has signed a Letter of Intent with Torita Donghao LLC
("Torita Delaware"), a Delaware Corporation by which Torita
Delaware will acquire control of the Company. Torita Delaware is
a wholly-owned subsidiary of Torita Group of the People's Republic
of China ("PRC"). Torita Group has represented that it has many
years of operating history in China.
The Letter of Intent is non-binding, and completion of the
transaction depends on execution of a definitive acquisition
agreement and the completion of satisfactory due diligence. The
Letter of Intent contemplates the acquisition by the Company of
100% of the business and operating assets of Torita Delaware in
exchange for that number of shares of common stock of the Company
which will afford Torita ownership of 91.5% of the Company's common
stock after completion of the transaction.
The Letter of Intent provides that, after the transaction, the
existing Nova shareholders will own 7.23% of the common stock of
the Company, net of a commission paid in stock. The Letter of
Intent contemplates that, prior to or at closing, the entire
operating business of the Company, including all assets and
liabilities, will be divested. Torita Delaware will also make a
cash payment to Nova of $75,000 from which Nova will pay for the
costs of the transaction and of termination of its business. The
Company has already completed the liquidation of most of its assets
and liabilities, and expects to complete the disposition of its
remaining operating assets within the next 30 days. Members of
management may bid on the purchase of such assets, but such bids
will only be accepted if they exceed those of other unrelated
parties. No such transactions with management have taken place.
The Letter of Intent provides that warrants representing 1.5% of
the total issued and outstanding common stock of the Company after
the transaction will be issued to current Nova management as part
of the transaction.
Torita Delaware has made the following representations to the
Company, which has not obtained independent verification of such
matters:
Torita Group has transferred the assets of its "Computer Tech" arm
- - Torita Electronics Hong Kong ("Torita Electronics"), incorporated
in Hong Kong, into Torita Delaware. A major U.S. accounting firm
will be engaged to complete an audit of the company resulting from
this transaction pursuant to U.S. GAAP.
Torita Electronics is a profitable company. It occupies an area in
the Electrical Industrial City of Torita Group of 128,000 square
feet. Torita Group invested $6.4 million into a total of 6
manufacturing lines capable of producing computer monitors,
television sets, computer harddrives and other Original Equipment
Manufacturer ("OEM") products. Its production capacity exceeds 1
million personal computer units, 200,000 television sets and 1
million sets of Digital Video Devices ("DVD") per annum.
Torita Electronics has a contract with the State Planning Authority
for Agriculture of the PRC to exclusively manufacture, supply and
manage what will be the largest Intranet service in China,
ultimately reaching 1,100,000 farming communities, representing
approximately 25% of the population of the PRC. It is estimated
this contract will be fully completed over a seven-year period, in
approximately equal increments each year.
Torita Electronics will act as business manager and advisor to
build the network, and will supply the hardware. Torita
Electronics also has a right of first refusal to acquire an
interest in the Intranet itself. This project is intended to
establish a mammoth information database for agricultural
commodities, technologies, and distribution. It will also promote
popularization of agricultural technical knowledge and general
education, and facilitate the exchange of agricultural goods and
raw materials through the Intranet. Torita Electronics has
licensing agreements with IPC Corporation LTD (a Singapore-listed
Corporation) and Infomatec AG of Germany, both of which will
provide technical support. Infomatec will also provide access to
the JAVA Network Technology developed by Infomatec. Torita
Electronics has begun to manufacture the equipment and is
commencing implementation of the network in the initial sites
selected. Torita Electronics goal is to have approximately 150,000
sites fully operational within 12 months. There can be no
guarantee that this goal will be attained.
Torita Delaware intends to seek listing for the Company's shares on
the NASDAQ stock market following the closing of the transaction.
The timing of such listing, should the application to so list the
shares be accepted, of which there is no guarantee, cannot be
determined at this time, but will likely take a period of at least
several months to accomplish.
For a period of 60 days from execution of the Letter of Intent, the
Company and Torita Delaware are precluded from soliciting or
entering into any discussions with any other party with respect to
the sale of the Company or the merger of Torita Delaware with, or
the purchase of any other U.S. company by Torita Delaware,
respectively.
In order to complete the transaction contemplated by the Letter of
Intent, the Company will be required to amend its Articles of
Incorporation to increase its authorized capital. The Company will
seek shareholder approval of the amendment. Shareholders will be
asked to approve all of the steps needed to effect this transaction
at a shareholders' meeting contemplated to be held as soon as
practicable following execution of the definitive agreement and
completion of appropriate due diligence. Although Nova has every
intent to successfully complete this transaction, there can be no
assurance that this transaction will be completed, or if completed,
that the terms will be as presently contemplated.
Nova Natural Resources Corporation
(Registrant)
BY: /s/ Brian B. Spillane
________________________________
Brian B. Spillane, President
BY: /s/ James R. Schaff
________________________________
James R. Schaff, Secretary-Treasurer
