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)
  
  
  
  370 Amapola Ave. # 202, Torrance, California                    90501
    (Address of Principal Executive Offices)                   (Zip Code)
  
  
                Consulting Agreement between Nova Communications Ltd
                                         and
                                    Paul Klapper
  
                                   Robert McNeely
                               310 West Telegraph St.
                                Carson City, NV 89703
             (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        5,000,000          $ 0.03            $ 150,000           $19.00
  per share                 shares
  -------------------- --------------- ------------------ -------------------- --------------
  </TABLE>
  
  
  
  <PAGE>
  (1) This filing registers 5,000,000 shares of registrant's common stock, par
  value $0.001 per share (the "Common Stock"), reserved for issuance to Paul
  Klapper for consulting and advisory services to be 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 March 12, 2004.
  
  (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, 2002, 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
                    September 30, 2003.
  
           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 proceed ing 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
                                      state ment or any material change to such
                                      information in the regis tration 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 regis trant 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 term ination 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
  
                                         -4-
  <PAGE>
                    in the opinion of the SEC such indemnification is against
                    public policy as expressed 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 proceed ing) 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 Torrance, California, on March 12, 2004.
  
  NOVA COMMUNICATIONS LTD.
  
  
  By:      /s/ KENNETH D. OWEN
           ----------------------------------
           Kenneth D. Owen
           President
  
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below hereby constitutes and appoints Kenneth D. Owen and Leslie I. Handler, and
  each of them, 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 amend ments 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:                         Date:
  
  /s/ KENNETH D. OWEN                                  March 12, 2004
  ----------------------------------
  Kenneth D. Owen
  President
  
  Principal Financial Officer:
  
  /s/ LESLIE I. HANDLER                                March 12, 2004
  ----------------------------------
  Leslie I. Handler
  Treasurer
  
  Directors:
  
  
  /s/ KENNETH D. OWEN                                  March 12, 2004
  ----------------------------------
  Kenneth D. Owen
  Director
  
  
  /s/ LESLIE I. HANDLER                                March 12, 2004
  ----------------------------------
  Leslie I. Handler
  Director
  
  /s/ BRYCE SHERWOOD                                   March 12, 2004
  -----------------------
  Bryce Sherwood
  Director
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -6-
  <PAGE>
                                  INDEX TO EXHIBITS
  
  -------------------- ------------------------------------------- ---------------
  Exhibit Number (1)                      Exhibit                         Page
  -------------------- ------------------------------------------- ---------------
  4.2                                     Bylaws                            *
                                 (relevant portions only)
  5.1                      Opinion of Robert C. Laskowski, Esq.             7
                                   (regarding legality)
  23.1                    Consent of Robert C. Laskowski, Esq.              7
                                (included in Exhibit 5.1)
  
  23.2                     Consent of Timothy L. Steers, CPA                8
  
  
  24.1                              Power of Attorney                       5
                       (see page 5 of this registration statement)
  -------------------- ------------------------------------------- ---------------
  *        Incorporated by reference.
           Other exhibits listed in Item 601 of SEC Regulation S-B are not
           applicable.
  
  Exhibit 5.1       Opinion of Robert C. Laskowski, Esq. (regarding legality).
  
                                 ROBERT C. LASKOWSKI
                                   Attorney at Law
                              520 SW Yamhill, Suite 600
                             Portland, Oregon 97204-1329
                              Telephone: (503) 241-0780
                              Facsimile: (503) 227-2980
  
                                   March 15, 2004
  
  To the Board of Directors
  Nova Communications Ltd.
  Gentlemen:
  
           We have acted as counsel for Nova Communications Ltd. ("Company") in
  connection with the preparation and filing of a Registration Statement on Form
  S-8 under the Securities Act of 1933, as amended, covering 5,000,000 shares of
  Company's Common Stock, par value $0.001 per share (the "Shares"), issuable to
  under the Company's consulting agreement with Paul Klapper. We have reviewed the
  corporate action of Company in connection with this matter and have examined and
  relied upon such documents, corporate records, and other evi dence as we have
  deemed necessary for the purpose of this opinion.
           Based on the foregoing, it is our opinion that the Shares have been
  duly authorized and, when issued and sold pursuant to the Agreement, legally
  issued, fully paid, and non-assessable.
           We hereby consent to the filing of this opinion as an exhibit to the
  Registration Statement.
  
                                  Very truly yours,
  
                               /s/ ROBERT C. LAKSOWSKI
  
  
  
  
  
                                         -7-
  <PAGE>
  Exhibit 23.2      Consent of Independent Auditors
  
                     (Letterhead of Timothy L. Steers, CPA, LLC)
  
           We consent to the incorporation by reference in the foregoing
  Registration Statement on Form S-8 of Nova Communications Ltd. of our report
  dated April 28, 2003 on our audits of the consolidated balance sheets of Nova
  Communications Ltd. as of December 31, 2002 and 2001 and the related
  consolidated statements of operations, stockholders' equity (deficit) and cash
  flows for each of the two years in the period ended December 31, 2002.
  
  
                                             /s/ TIMOTHY L. STEERS
  
  March 15, 2004
  Portland, Oregon
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "nc_s8-40315.txt", "secsgml_size_bytes": 17512}]
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": "333-113607", "film-number": "04669855"}, "business-address": {"street1": "370 AMAPOLA AVE", "street2": "SUITE 202", "city": "TORRANCE", "state": "CA", "zip": "90501", "phone": "3106420200"}, "mail-address": {"street1": "3830 DEL AMO BOULEVARD", "street2": "SUITE 101", "city": "TORRANCE", "state": "CA", "zip": "90503"}, "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)
  
  370 Amapola Ave. # 202, Torrance, California                    90501
    (Address of Principal Executive Offices)                   (Zip Code)
  
                Consulting Agreement between Nova Communications Ltd
                                         and
                                    Paul Klapper
  
                                   Robert McNeely
                               310 West Telegraph St.
                                Carson City, NV 89703
             (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        5,000,000          $ 0.03            $ 150,000           $19.00
  per share                 shares
  -------------------- --------------- ------------------ -------------------- --------------
  (1) This filing registers 5,000,000 shares of registrant's common stock, par
  value $0.001 per share (the "Common Stock"), reserved for issuance to Paul
  Klapper for consulting and advisory services to be 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 March 12, 2004.
  
  (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, 2002, 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
                    September 30, 2003.
  
           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 proceed ing 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
                                      state ment or any material change to such
                                      information in the regis tration 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 regis trant 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 term ination 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
  
                                         -4-
  in the opinion of the SEC such indemnification is against
                    public policy as expressed 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 proceed ing) 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 Torrance, California, on March 12, 2004.
  
  NOVA COMMUNICATIONS LTD.
  
  By:      /s/ KENNETH D. OWEN
           ----------------------------------
           Kenneth D. Owen
           President
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below hereby constitutes and appoints Kenneth D. Owen and Leslie I. Handler, and
  each of them, 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 amend ments 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:                         Date:
  
  /s/ KENNETH D. OWEN                                  March 12, 2004
  ----------------------------------
  Kenneth D. Owen
  President
  
  Principal Financial Officer:
  
  /s/ LESLIE I. HANDLER                                March 12, 2004
  ----------------------------------
  Leslie I. Handler
  Treasurer
  
  Directors:
  
  /s/ KENNETH D. OWEN                                  March 12, 2004
  ----------------------------------
  Kenneth D. Owen
  Director
  
  /s/ LESLIE I. HANDLER                                March 12, 2004
  ----------------------------------
  Leslie I. Handler
  Director
  
  /s/ BRYCE SHERWOOD                                   March 12, 2004
  -----------------------
  Bryce Sherwood
  Director
  
                                         -6-
  INDEX TO EXHIBITS
  
  -------------------- ------------------------------------------- ---------------
  Exhibit Number (1)                      Exhibit                         Page
  -------------------- ------------------------------------------- ---------------
  4.2                                     Bylaws                            *
                                 (relevant portions only)
  5.1                      Opinion of Robert C. Laskowski, Esq.             7
                                   (regarding legality)
  23.1                    Consent of Robert C. Laskowski, Esq.              7
                                (included in Exhibit 5.1)
  
  23.2                     Consent of Timothy L. Steers, CPA                8
  
  24.1                              Power of Attorney                       5
                       (see page 5 of this registration statement)
  -------------------- ------------------------------------------- ---------------
  *        Incorporated by reference.
           Other exhibits listed in Item 601 of SEC Regulation S-B are not
           applicable.
  
  Exhibit 5.1       Opinion of Robert C. Laskowski, Esq. (regarding legality).
  
                                 ROBERT C. LASKOWSKI
                                   Attorney at Law
                              520 SW Yamhill, Suite 600
                             Portland, Oregon 97204-1329
                              Telephone: (503) 241-0780
                              Facsimile: (503) 227-2980
  
                                   March 15, 2004
  
  To the Board of Directors
  Nova Communications Ltd.
  Gentlemen:
  
           We have acted as counsel for Nova Communications Ltd. ("Company") in
  connection with the preparation and filing of a Registration Statement on Form
  S-8 under the Securities Act of 1933, as amended, covering 5,000,000 shares of
  Company's Common Stock, par value $0.001 per share (the "Shares"), issuable to
  under the Company's consulting agreement with Paul Klapper. We have reviewed the
  corporate action of Company in connection with this matter and have examined and
  relied upon such documents, corporate records, and other evi dence as we have
  deemed necessary for the purpose of this opinion.
           Based on the foregoing, it is our opinion that the Shares have been
  duly authorized and, when issued and sold pursuant to the Agreement, legally
  issued, fully paid, and non-assessable.
           We hereby consent to the filing of this opinion as an exhibit to the
  Registration Statement.
  
                                  Very truly yours,
  
                               /s/ ROBERT C. LAKSOWSKI
  
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  Exhibit 23.2      Consent of Independent Auditors
  
                     (Letterhead of Timothy L. Steers, CPA, LLC)
  
           We consent to the incorporation by reference in the foregoing
  Registration Statement on Form S-8 of Nova Communications Ltd. of our report
  dated April 28, 2003 on our audits of the consolidated balance sheets of Nova
  Communications Ltd. as of December 31, 2002 and 2001 and the related
  consolidated statements of operations, stockholders' equity (deficit) and cash
  flows for each of the two years in the period ended December 31, 2002.
  
                                             /s/ TIMOTHY L. STEERS
  
  March 15, 2004
  Portland, Oregon
  
                                         -8-