content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  
                              NOVA COMMUNICATIONS LTD.
               (Exact name of registrant as specified in its charter)
  
  
               Nevada                                      95-4756822
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
               1005 Terminal Way, Suite 110, Reno, NV         89502-2179
              (Address of Principal Executive Offices)        (Zip Code)
  
  
                 Compensation to the Law Offices of Jeffrey D. Segal
                                ( Title of the Plan)
  
                         Corporation Trust Company of Nevada
                              6100 Neil Road, Suite 500
                                   Reno, NV 89511
             (Name, address, and telephone number of agent for service)
  
  
                                     Copies to:
  
                              Robert C. Laskowski, Esq.
                              520 SW Yamhill, Suite 600
                             Portland, Oregon 97204-1329
                                   (503) 241-0780
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                                      Proposed
                                                  Proposed            maximum            Amount of
  Title of securities         Amount to       maximum offering   aggregate offering    registration
  to be registered          be registered     price per share          price                fee
                                 (1)                (2)                 (2)                 (3)
  <S>                       <C>               <C>                <C>                   <C>
  Common Stock,
  par value $0.001             200,000           $ 0.62              $124,000             $15.00
  per share                    shares
  </TABLE>
  (1) This filing registers 200,000 shares of registrant's common stock, par value
  $0.001 per share (the "Common Stock"), for issuance to the Law Offices of
  Jeffrey D. Segal for legal services provided to the registrant.
  
  (2) Estimated solely for purposes of calculating the registration fee in
  accordance with the Securities Act of 1933, as amended, based on the closing
  price for the Common Stock in the over- the-counter market on May 3, 2005.
  
  (3) Calculated in accordance with Section 6(b) of the Securities Act of 1933, as
  amended (the "Act"), and Securities and Exchange Commission ("SEC") Rule 457(h)
  promulgated under the Act.
  <PAGE>
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
             Information required by Part I is permitted to be omitted.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
                   Item 3.Incorporation of Documents by Reference.
  
           The following documents filed by Company with the SEC are incorporated
  by reference in this registration statement:
  
           (a)      Company's annual report on Form 10-KSB for year ended December
                    31, 2004, filed pursuant to Section 13(a) or 15(d) of the
                    Securities Exchange Act of 1934, as amended (the "Exchange
                    Act");
  
           (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                    the Exchange Act since the end of the year covered by the
                    annual report referred to in (a) above.
  
           All documents filed by the Company subsequent to those listed in Item
  3(a)-(b) above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
  Act, prior to the filing of a post-effective amendment which indicates that all
  securities offered hereby have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be a part hereof from the date of filing of such documents.
  
  Item 4.           Description of Securities.
  
           Not applicable.
  
  
  
                                         -2-
  
  <PAGE>
  
  Item 5.           Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6.           Indemnification of Directors and Officers.
  
           In addition to any rights of indemnification that may be granted to
  directors and officers under the Nevada Business Corporation Code, as amended,
  Company's Bylaws (the "Bylaws") grant Company broad powers to indemnify
  directors and officers against liabilities that they may incur in such
  capacities.
  
           The Bylaws require the indemnification of an officer or director made
  or threatened to be made a party to a proceeding because such person is or was
  an officer or director of Company against certain liabilities and expenses if:
  (i) the officer or director acted in good faith; (ii) the officer or director
  reasonably believed the actions were in or not opposed to Company's best
  interest; and (iii) in the case of a criminal proceeding, the officer or
  director had no reasonable cause to believe that the conduct was unlawful. In
  the case of any proceeding by or in the right of Company, an officer or director
  is entitled to indemnification to the fullest extent permitted by law if the
  officer or director acted in good faith and in a manner the officer or director
  reasonably believed was in or not opposed to Company's best interest.
  
           An officer or director is generally not entitled to indemnification:
  (i) in connection with any proceeding charging improper personal benefit to the
  officer or director in which the officer or director is adjudged liable on the
  basis that personal benefit was improperly received; or (ii) in connection with
  any proceeding initiated by such person against Company, its directors,
  officers, employees, or other agents.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not Applicable
  
  Item 8.           Exhibits.
  
           The exhibits listed in the index to exhibits, which appears on page 7
  hereof, are filed as part of this registration statement.
  
  
  
                                         -3-
  <PAGE>
  
  Item 9.           Undertakings.
  
           A.   The undersigned registrant hereby undertakes:
  
                (1) To file,  during any period in which offers or sales are being
                    made,  a   post-effective   amendment  to  this   registration
                    statement:
  
                    (a)  To include any prospectus required by section 10(a)(3) of
                         the Act;
  
                    (b)  To reflect in the  prospectus any facts or events arising
                         after the effective  date of the  registration  statement
                         (or the most  recent  post-effective  amendment  thereto)
                         which,  individually  or in the  aggregate,  represent  a
                         fundamental  change in the  information  set forth in the
                         registration statement;
  
                    (c)  To include any material  information  with respect to the
                         plan of  distribution  not  previously  disclosed  in the
                         registration  statement  or any  material  change to such
                         information in the registration statement;
  
                         provided, however, that paragraphs A(1)(a) and A(1)(b) do
                         not apply if the information required to be included in a
                         post-effective amendment by those paragraphs is contained
                         in periodic  reports filed by the registrant  pursuant to
                         Section 13 or Section  15(d) of the Exchange Act that are
                         incorporated by reference in the registration statement.
  
                (2) That, for the purpose of determining  any liability  under the
                    Act, each such post-effective  amendment shall be deemed to be
                    a  new  registration  statement  relating  to  the  securities
                    offered  therein,  and the offering of such securities at that
                    time  shall be deemed  to be the  initial  bona fide  offering
                    thereof.
  
                (3) To  remove  from  registration  by means  of a  post-effective
                    amendment any of the securities  being registered which remain
                    unsold at the termination of the offering.
  
           B.   The undersigned registrant hereby undertakes that, for purposes of
                determining  any  liability  under  the Act,  each  filing  of the
                registrant's  annual  report  pursuant to Section 13(a) or Section
                15(d) of the Exchange Act (and, where  applicable,  each filing of
                an employee benefit plan's annual report pursuant to Section 15(d)
                of the  Exchange  Act) that is  incorporated  by  reference in the
                registration  statement  shall be deemed to be a new  registration
                statement  relating to the  securities  offered  therein,  and the
                offering of such securities at that time shall be deemed to be the
                initial bona fide offering thereof.
  
           C.   Insofar as indemnification  for liabilities  arising under the Act
                may be permitted to directors,  officers,  and controlling persons
                of the registrant pursuant to the above-referenced  provisions, or
                otherwise,  the registrant has been advised that in the opinion of
                the SEC such indemnification is against public policy as expressed
  
                                         -4-
  <PAGE>
  
                in the Act and is, therefore,  unenforceable.  In the event that a
                claim for indemnification against such liabilities (other than the
                payment  by the  registrant  of  expenses  incurred  or  paid by a
                director,  officer, or controlling person of the registrant in the
                successful defense of any action, suit, or proceeding) is asserted
                by such director,  officer,  or  controlling  person in connection
                with the securities being registered,  the registrant will, unless
                in the  opinion of its  counsel  the  matter  has been  settled by
                controlling   precedent,   submit   to  a  court  of   appropriate
                jurisdiction  the question whether such  indemnification  by it is
                against public policy as expressed in the Act and will be governed
                by the final adjudication of such issue.
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Act, as amended, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Palm Desert, California, on May 3, 2005.
  
  NOVA COMMUNICATIONS LTD.
  
  
  By:      /s/ ARTHUR N. ROBINS
           ----------------------------------
           Arthur N. Robins
           President
  
  
  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below hereby constitutes and appoints Leslie I. Handler his or her true and
  lawful attorney-in-fact and agent, with full power of substitution for him or
  her in any and all capacities, to sign any and all amendments or post-effective
  amendments to this registration statement, and to file the same, with all
  exhibits thereto and other documents in connection therewith, with the SEC,
  granting unto each such attorney and agent full power and authority to do any
  and all acts and things necessary or advisable in connection with such matters,
  and hereby ratifying and confirming all that each such attorney and agent, or
  his substitute or substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Act, this registration statement
  has been signed by the following persons in the capacities and on the date(s)
  indicated:
  
  
  
  
                                         -5-
  
  <PAGE>
  
  Principal Executive Officer
  and Principal Financial Officer:
  
  /s/ Arthur Robins                                    May 3, 2005
  ----------------------------------
  Arthur Robins
  Chief Executive Officer
  
  Directors:
  
  /s/ Arthur Robins                                    May 3, 2005
  ----------------------------------
  Arthur Robins
  Director
  
  
  /s/ Leslie I. Handler                                May 3, 2005
  ----------------------------------
  Leslie I. Handler
  Director
  
  /s/ James F. Abel, III                               May 3, 2005
  ----------------------
  James F. Abel, III
  Director
  
  /s/ Greg Hoggatt                                     May 3, 2005
  ----------------------
  Greg Hoggatt
  Director
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -6-
  <PAGE>
  
                                  INDEX TO EXHIBITS
  
  
  Exhibit Number (1)                   Exhibit                               Page
  --------------                       -------                               ----
                                       Bylaws                                 *
                               (relevant portions only)
  5.1                     Opinion of Robert C. Laskowski, Esq.                8
                                (regarding legality)
  23.1                    Consent of Robert C. Laskowski, Esq.                8
                             (included in Exhibit 5.1)
  
  23.2                     Consent of Timothy L. Steers, CPA                  9
  
  24.1                           Power of Attorney                            5
                       (see page 5 of this registration statement)
  
  *        Incorporated by reference.
  (1)      Other exhibits listed in Item 601 of SEC Regulation S-B are not
           applicable.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        -7-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "nc_s8-50504.txt", "secsgml_size_bytes": 14153}]
metadata_filer: {"company-data": {"conformed-name": "NOVA COMMUNICATIONS LTD", "cik": "0000769882", "assigned-sic": "8741", "irs-number": "954756822", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-124686", "film-number": "05807644"}, "business-address": {"street1": "1005 TERMINAL WAY", "street2": "SUITE 110", "city": "RENO", "state": "NV", "zip": "89502", "phone": "7753248531"}, "mail-address": {"street1": "1005 TERMINAL WAY", "street2": "SUITE 110", "city": "RENO", "state": "NV", "zip": "89502"}, "former-company": {"former-conformed-name": "FIRST COLONIAL VENTURES LTD", "date-changed": "19920703"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              NOVA COMMUNICATIONS LTD.
               (Exact name of registrant as specified in its charter)
  
               Nevada                                      95-4756822
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
               1005 Terminal Way, Suite 110, Reno, NV         89502-2179
              (Address of Principal Executive Offices)        (Zip Code)
  
                 Compensation to the Law Offices of Jeffrey D. Segal
                                ( Title of the Plan)
  
                         Corporation Trust Company of Nevada
                              6100 Neil Road, Suite 500
                                   Reno, NV 89511
             (Name, address, and telephone number of agent for service)
  
                                     Copies to:
  
                              Robert C. Laskowski, Esq.
                              520 SW Yamhill, Suite 600
                             Portland, Oregon 97204-1329
                                   (503) 241-0780
  
                           CALCULATION OF REGISTRATION FEE
  Proposed
                                                  Proposed            maximum            Amount of
  Title of securities         Amount to       maximum offering   aggregate offering    registration
  to be registered          be registered     price per share          price                fee
                                 (1)                (2)                 (2)                 (3)
  Common Stock,
  par value $0.001             200,000           $ 0.62              $124,000             $15.00
  per share                    shares
  (1) This filing registers 200,000 shares of registrant's common stock, par value
  $0.001 per share (the "Common Stock"), for issuance to the Law Offices of
  Jeffrey D. Segal for legal services provided to the registrant.
  
  (2) Estimated solely for purposes of calculating the registration fee in
  accordance with the Securities Act of 1933, as amended, based on the closing
  price for the Common Stock in the over- the-counter market on May 3, 2005.
  
  (3) Calculated in accordance with Section 6(b) of the Securities Act of 1933, as
  amended (the "Act"), and Securities and Exchange Commission ("SEC") Rule 457(h)
  promulgated under the Act.
  PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
             Information required by Part I is permitted to be omitted.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
                   Item 3.Incorporation of Documents by Reference.
  
           The following documents filed by Company with the SEC are incorporated
  by reference in this registration statement:
  
           (a)      Company's annual report on Form 10-KSB for year ended December
                    31, 2004, filed pursuant to Section 13(a) or 15(d) of the
                    Securities Exchange Act of 1934, as amended (the "Exchange
                    Act");
  
           (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                    the Exchange Act since the end of the year covered by the
                    annual report referred to in (a) above.
  
           All documents filed by the Company subsequent to those listed in Item
  3(a)-(b) above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
  Act, prior to the filing of a post-effective amendment which indicates that all
  securities offered hereby have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be a part hereof from the date of filing of such documents.
  
  Item 4.           Description of Securities.
  
           Not applicable.
  
                                         -2-
  Item 5.           Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6.           Indemnification of Directors and Officers.
  
           In addition to any rights of indemnification that may be granted to
  directors and officers under the Nevada Business Corporation Code, as amended,
  Company's Bylaws (the "Bylaws") grant Company broad powers to indemnify
  directors and officers against liabilities that they may incur in such
  capacities.
  
           The Bylaws require the indemnification of an officer or director made
  or threatened to be made a party to a proceeding because such person is or was
  an officer or director of Company against certain liabilities and expenses if:
  (i) the officer or director acted in good faith; (ii) the officer or director
  reasonably believed the actions were in or not opposed to Company's best
  interest; and (iii) in the case of a criminal proceeding, the officer or
  director had no reasonable cause to believe that the conduct was unlawful. In
  the case of any proceeding by or in the right of Company, an officer or director
  is entitled to indemnification to the fullest extent permitted by law if the
  officer or director acted in good faith and in a manner the officer or director
  reasonably believed was in or not opposed to Company's best interest.
  
           An officer or director is generally not entitled to indemnification:
  (i) in connection with any proceeding charging improper personal benefit to the
  officer or director in which the officer or director is adjudged liable on the
  basis that personal benefit was improperly received; or (ii) in connection with
  any proceeding initiated by such person against Company, its directors,
  officers, employees, or other agents.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not Applicable
  
  Item 8.           Exhibits.
  
           The exhibits listed in the index to exhibits, which appears on page 7
  hereof, are filed as part of this registration statement.
  
                                         -3-
  Item 9.           Undertakings.
  
           A.   The undersigned registrant hereby undertakes:
  
                (1) To file,  during any period in which offers or sales are being
                    made,  a   post-effective   amendment  to  this   registration
                    statement:
  
                    (a)  To include any prospectus required by section 10(a)(3) of
                         the Act;
  
                    (b)  To reflect in the  prospectus any facts or events arising
                         after the effective  date of the  registration  statement
                         (or the most  recent  post-effective  amendment  thereto)
                         which,  individually  or in the  aggregate,  represent  a
                         fundamental  change in the  information  set forth in the
                         registration statement;
  
                    (c)  To include any material  information  with respect to the
                         plan of  distribution  not  previously  disclosed  in the
                         registration  statement  or any  material  change to such
                         information in the registration statement;
  
                         provided, however, that paragraphs A(1)(a) and A(1)(b) do
                         not apply if the information required to be included in a
                         post-effective amendment by those paragraphs is contained
                         in periodic  reports filed by the registrant  pursuant to
                         Section 13 or Section  15(d) of the Exchange Act that are
                         incorporated by reference in the registration statement.
  
                (2) That, for the purpose of determining  any liability  under the
                    Act, each such post-effective  amendment shall be deemed to be
                    a  new  registration  statement  relating  to  the  securities
                    offered  therein,  and the offering of such securities at that
                    time  shall be deemed  to be the  initial  bona fide  offering
                    thereof.
  
                (3) To  remove  from  registration  by means  of a  post-effective
                    amendment any of the securities  being registered which remain
                    unsold at the termination of the offering.
  
           B.   The undersigned registrant hereby undertakes that, for purposes of
                determining  any  liability  under  the Act,  each  filing  of the
                registrant's  annual  report  pursuant to Section 13(a) or Section
                15(d) of the Exchange Act (and, where  applicable,  each filing of
                an employee benefit plan's annual report pursuant to Section 15(d)
                of the  Exchange  Act) that is  incorporated  by  reference in the
                registration  statement  shall be deemed to be a new  registration
                statement  relating to the  securities  offered  therein,  and the
                offering of such securities at that time shall be deemed to be the
                initial bona fide offering thereof.
  
           C.   Insofar as indemnification  for liabilities  arising under the Act
                may be permitted to directors,  officers,  and controlling persons
                of the registrant pursuant to the above-referenced  provisions, or
                otherwise,  the registrant has been advised that in the opinion of
                the SEC such indemnification is against public policy as expressed
  
                                         -4-
  in the Act and is, therefore,  unenforceable.  In the event that a
                claim for indemnification against such liabilities (other than the
                payment  by the  registrant  of  expenses  incurred  or  paid by a
                director,  officer, or controlling person of the registrant in the
                successful defense of any action, suit, or proceeding) is asserted
                by such director,  officer,  or  controlling  person in connection
                with the securities being registered,  the registrant will, unless
                in the  opinion of its  counsel  the  matter  has been  settled by
                controlling   precedent,   submit   to  a  court  of   appropriate
                jurisdiction  the question whether such  indemnification  by it is
                against public policy as expressed in the Act and will be governed
                by the final adjudication of such issue.
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Act, as amended, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Palm Desert, California, on May 3, 2005.
  
  NOVA COMMUNICATIONS LTD.
  
  By:      /s/ ARTHUR N. ROBINS
           ----------------------------------
           Arthur N. Robins
           President
  
  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below hereby constitutes and appoints Leslie I. Handler his or her true and
  lawful attorney-in-fact and agent, with full power of substitution for him or
  her in any and all capacities, to sign any and all amendments or post-effective
  amendments to this registration statement, and to file the same, with all
  exhibits thereto and other documents in connection therewith, with the SEC,
  granting unto each such attorney and agent full power and authority to do any
  and all acts and things necessary or advisable in connection with such matters,
  and hereby ratifying and confirming all that each such attorney and agent, or
  his substitute or substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Act, this registration statement
  has been signed by the following persons in the capacities and on the date(s)
  indicated:
  
                                         -5-
  Principal Executive Officer
  and Principal Financial Officer:
  
  /s/ Arthur Robins                                    May 3, 2005
  ----------------------------------
  Arthur Robins
  Chief Executive Officer
  
  Directors:
  
  /s/ Arthur Robins                                    May 3, 2005
  ----------------------------------
  Arthur Robins
  Director
  
  /s/ Leslie I. Handler                                May 3, 2005
  ----------------------------------
  Leslie I. Handler
  Director
  
  /s/ James F. Abel, III                               May 3, 2005
  ----------------------
  James F. Abel, III
  Director
  
  /s/ Greg Hoggatt                                     May 3, 2005
  ----------------------
  Greg Hoggatt
  Director
  
                                         -6-
  INDEX TO EXHIBITS
  
  Exhibit Number (1)                   Exhibit                               Page
  --------------                       -------                               ----
                                       Bylaws                                 *
                               (relevant portions only)
  5.1                     Opinion of Robert C. Laskowski, Esq.                8
                                (regarding legality)
  23.1                    Consent of Robert C. Laskowski, Esq.                8
                             (included in Exhibit 5.1)
  
  23.2                     Consent of Timothy L. Steers, CPA                  9
  
  24.1                           Power of Attorney                            5
                       (see page 5 of this registration statement)
  
  *        Incorporated by reference.
  (1)      Other exhibits listed in Item 601 of SEC Regulation S-B are not
           applicable.
  
                                        -7-