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 incorporation                (I.R.S. Employer
                    or organization)                           Identification No.)
  
  
  
                  1005 Terminal Way, Suite 110, Reno, NV 89502-2179
                 (Address of Principal Executive Offices) (Zip Code)
  
  
                       2005 Compensation Plan for Consultants
                                ( 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             1,500,000               $ 0.64                   $960,000              $113.00
  per share                      shares
  </TABLE>
  
  
  
  
  <PAGE>
  
  (1) This filing  registers  1,500,000  shares of registrant's  common stock, par
  value $0.001 per share (the "Common Stock"),  for issuance  pursuant to the 2005
  Compensation Plan for Consultants.
  
  (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 June 29, 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,  2003,  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,  specifically  the
                    quarterly  report on Form 10Q-SB for the  quarter  ended March
                    31, 2005.
  
           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 June 29, 2005.
  
  NOVA COMMUNICATIONS LTD.
  
  
  By:      /s/ Leslie I. Handler
           ----------------------------------
           Leslie I. Handler
           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                                    June 29, 2005
  ----------------------------------
  Arthur Robins
  Chief Executive Officer
  
  Directors:
  
  /s/ ARTHUR ROBINS                                    June 29, 2005
  ----------------------------------
  Arthur Robins
  Director
  
  
  /s/ LESLIE I. HANDLER                                June 29, 2005
  ----------------------------------
  Leslie I. Handler
  Director
  
  /s/ JAMES F. ABEL, III                               June 29, 2005
  ----------------------
  James F. Abel, III
  Director
  
  /s/ GREG HOGGATT                                     June 29, 2005
  ----------------------
  Greg Hoggatt
  Director
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -6-
  <PAGE>
  
  
  
                                  INDEX TO EXHIBITS
  
  
  Exhibit Number (1)                   Exhibit                               Page
  --------------                       -------                               ----
  
  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)
  
  
  Other exhibits listed in Item 601 of SEC Regulation S-B are not applicable.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        -7-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "nc_s8-50701.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14476}]
metadata_filer: {"company-data": {"conformed-name": "NOVA COMMUNICATIONS LTD", "cik": "0000769882", "assigned-sic": "8741", "irs-number": "954756822", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-126324", "film-number": "05930967"}, "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 incorporation                (I.R.S. Employer
                    or organization)                           Identification No.)
  
                  1005 Terminal Way, Suite 110, Reno, NV 89502-2179
                 (Address of Principal Executive Offices) (Zip Code)
  
                       2005 Compensation Plan for Consultants
                                ( 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             1,500,000               $ 0.64                   $960,000              $113.00
  per share                      shares
  (1) This filing  registers  1,500,000  shares of registrant's  common stock, par
  value $0.001 per share (the "Common Stock"),  for issuance  pursuant to the 2005
  Compensation Plan for Consultants.
  
  (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 June 29, 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,  2003,  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,  specifically  the
                    quarterly  report on Form 10Q-SB for the  quarter  ended March
                    31, 2005.
  
           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 June 29, 2005.
  
  NOVA COMMUNICATIONS LTD.
  
  By:      /s/ Leslie I. Handler
           ----------------------------------
           Leslie I. Handler
           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                                    June 29, 2005
  ----------------------------------
  Arthur Robins
  Chief Executive Officer
  
  Directors:
  
  /s/ ARTHUR ROBINS                                    June 29, 2005
  ----------------------------------
  Arthur Robins
  Director
  
  /s/ LESLIE I. HANDLER                                June 29, 2005
  ----------------------------------
  Leslie I. Handler
  Director
  
  /s/ JAMES F. ABEL, III                               June 29, 2005
  ----------------------
  James F. Abel, III
  Director
  
  /s/ GREG HOGGATT                                     June 29, 2005
  ----------------------
  Greg Hoggatt
  Director
  
                                         -6-
  INDEX TO EXHIBITS
  
  Exhibit Number (1)                   Exhibit                               Page
  --------------                       -------                               ----
  
  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)
  
  Other exhibits listed in Item 601 of SEC Regulation S-B are not applicable.
  
                                        -7-