SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
__________________
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report(Date of Earliest Event Reported): February 15, 2001
NOVA NATURAL RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 0-15078 84-1227328
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
4340 East Kentucky Avenue, Suite 418, Glendale, Colorado 80246
(Address of principal executive offices) (Zip Code)
(720)524-1363
(Registrant's telephone number, including area code)
ITEM 5. Other Events
The Company has signed an Asset Purchase Agreement with TORITA
DONGHAO LLC ("Torita Delaware"), a Delaware Corporation by which
Torita Delaware will acquire control of the Company.
Torita Delaware manufactures, markets, and sells electronic
equipment, including computer hardware, computer monitors,
television sets, internet access devices for use with TV sets,
digital video devices (DVD's) and related equipment. Torita
Delaware's products are marketed in southeast Asia. Its production
facilities occupy 128,000 square feet in Zhuhai City and include
six manufacturing lines with an annual production capacity
exceeding 1 million PC's, 1 million DVD devices and 200,000 TV
sets. Torita Delaware was formed by the spin-off of two divisions
of the Torita Group of the People's Republic of China ("PRC").
Torita Group is a large, diversified company with many years of
operating history in China.
The two divisions spun off from Torita Group are Donghao Computer
Enterprises Co. Ltd, and Torita Corporation Ltd. - Video Division.
Audited combined financial statements of these two entities for the
two fiscal years ended December 31, 1999 and 1998 reflect:
YEAR ENDED
12/31/99 12/31/98
Sales Revenues $16,537,777 $11,537,482
Net Income $ 2,105,289 $ 1,232,377
Combined Balance Sheet at:
12/31/99 12/31/98
Current Assets $ 2,303,589 $ 7,920,068
Capital Assets $ 3,380,555 $ 2,843,835
Current Liabilities $ 993,469 $ 988,995
Long-Term Debt $ 1,209,733 $10,592,276
Shareholders Equity $ 3,480,942 $ (817,368)
Assets $ 5,684,144 $10,763,903
Note: Financial statements are translated from the currency of the
People's Republic of China ($RMB) to United States Dollars ($US) at
the rate of $RMB 8.28 to $US 1.00. Auditing and preparation of
financial statements have been undertaken by Eddy S.L. Chin,
Chartered Accountant, Toronto, Canada.
Audited financial statements for the fiscal year ended December 31,
2000 are not yet available. Financial statements of Zhuhai
Electronic Development Ltd., which encompasses Donghao Computer
Enterprises Co. Ltd. and Torita Corporation Ltd. - Video Division,
and is 100% owned by Torita Delaware, presented on a compiled basis
for the nine months ended September 30, 2000 reflect Sales Revenues
of $8,867,563, Net Income of $1,391,391 and Shareholders' Equity of
$4,872,333. These figures are unaudited, and are subject to
change. The company does not expect net income for the year on an
audited basis to equal net income for the 1999 fiscal year.
Torita Electronics has a contract with the State Planning Authority
for Agriculture of the PRC to exclusively manufacture, install and
manage what is expected to be the largest Intranet service in
China, ultimately reaching 1,100,000 farming communities,
representing approximately 25% of the population of the PRC.
Management of Torita Delaware estimates that this contract will be
fully completed over a seven-year period, in approximately equal
increments each year.
Torita Electronics will act as business manager and advisor to
build the network, and will supply the hardware. Torita
Electronics also has a right of first refusal to acquire an
interest in the Intranet itself. This project is intended to
establish a mammoth information database for agricultural
commodities, technologies, and distribution. It is contemplated to
promote popularization of agricultural technical knowledge and
general education, and facilitate the exchange of agricultural
goods and raw materials through the Intranet. Torita Delaware has
licensing agreements with IPC Corporation LTD (a Singapore-listed
Corporation) and Infomatec AG of Germany, both of which will
provide technical support. Infomatec will also provide access to
the JAVA Network Technology developed by Infomatec. Torita
Electronics has begun to manufacture the equipment and is
commencing implementation of the network in the initial sites
selected.
The Asset Purchase Agreement contemplates the acquisition by the
Company of 100% of the business and operating assets of Torita
Delaware in exchange for that number of shares of common stock of
the Company which will afford Torita Delaware ownership of 91.5% of
the Company's common stock after completion of the transaction.
The Asset Purchase Agreement provides that, after the transaction,
the existing Nova shareholders will own 7.225% of the common stock
of the Company, net of a commission paid in stock to an
unaffiliated third party. Torita Delaware will also make a cash
payment to Nova of $30,000, $10,000 ow which had been paid, from
which Nova will pay for the costs of the transaction and of
termination of its business, including severance payments. The
Company has already completed liquidation of its assets and
liabilities.
The Asset Purchase Agreement provides that warrants representing
1.5% of the total issued and outstanding common stock of the
Company after the transaction will be issued to current Nova
management as part of the transaction. The aggregate exercise
price of the warrants is $30,000.
Torita Delaware intends to seek listing for the Company's shares on
the NASDAQ stock market following the closing of the transaction.
The timing of such listing, should the application to so list the
shares be accepted, of there is no guarantee, cannot be determined
at this time, but will likely take a period of at least several
months to accomplish.
The shareholders of Nova Natural Resources Corporation, at a
special meeting of shareholders held in December 2000, amended the
Company's Articles of Incorporation to increase its authorized
common shares to 300,000,000. It is contemplated that 213,249,672
shares will be issued to Torita Delaware to complete the
transaction. Following closing of the transaction, there will be a
total of 233,059,751 shares outstanding. Currently, Nova Natural
Resources Corporation has 16,838,567 shares outstanding, expressed
on a fully-diluted basis. It is expected that shareholders will be
asked to approve a reverse split of the common shares at a future
shareholders' meeting following completion of the transaction in order
to facilitate the application of for a NASDAQ listing. The Asset Purchase
Agreement contemplates that closing of the transaction will take place on or
before March 31, 2001, but the Parties will endeavor to close the
transaction on February 27, 2001. Closing is predicted on
completion of certain actions, provision of specified documents and
certain other matters.
Nova Natural Resources Corporation
(Registrant)
BY: /s/ Brian B. Spillane
________________________________
Brian B. Spillane, President
BY: /s/ Milton O. Childers
________________________________
Milton O. Childers, Secretary-Treasurer