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): August 31, 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.)
4340 East Kentucky Ave, Suite 418, Glendale, Colorado 80246
(Address of principal executive offices) (Zip Code)
(303)863-1997
(Registrant's telephone number, including area code)
ITEM 5. Other Events
Nova Natural Resources Corporation ("Nova" or "the Company")
reported on April 24, 2000 that it had 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").
The Letter of Intent was to expire on June 21, 2000. As reported
by Nova on June 21, Torita Delaware and Nova agreed to extend the
expiration date of the Letter of Intent to July 31. On July 14,
the Company reported that Torita Delaware and Nova agreed to extend
the expiration date of the Letter of Intent to August 31, 2000.
The parties agreed to extend the expiration date because the
Company required additional time to complete its due diligence,
including a review of Torita Delaware's audited financial
statements for the two years ended December 31, 1999 and 1998. At
July 14, 2000, the audit of Torita Delaware's financial statements
was not yet completed, and the Company extended to Torita Delaware
additional time to complete its audit.
Torita Delaware recently informed the Company that field work has
not yet begun and completion of the audit is at least four weeks
away. Moreover, a firm completion date cannot currently be
established.
The Company has determined to postpone further due diligence
activities until completion of the Torita Delaware audit. When and
if that audit is complete and the Company has reviewed audited
financial statements and satisfactorily completed its due diligence
activities, the majority of which must take place in China, it will
be able to determine whether to sign a definitive agreement with
Torita Delaware, and, thereupon, prepare proxy materials and
schedule a shareholders' meeting. However, there can be no
assurance that this transaction will be completed, or if completed,
that the terms will be as presently contemplated. The Company may
decide, on the basis of time delays alone, to terminate its
discussions with Torita Delaware and enter into an agreement with
another potential candidate.
The Company intends to continue its discussions with Torita
Delaware. However, in view of the uncertain timing of completion
of the Torita Delaware audit and further due diligence by the
Company, Nova Management has determined that it is prudent to
attempt to locate and initiate discussions with other potential
merger candidates. Accordingly, the expiration date of the Letter
of Intent will not be further extended, and the Letter of Intent
will expire on August 31, 2000.
Nova Natural Resources Corporation
(Registrant)
BY: /s/ Brian B. Spillane
________________________________
Brian B. Spillane, President
BY: /s/ James R. Schaff
________________________________
James R. Schaff, Secretary-Treasurer
