NOVA NATURAL RESOURCES CORPORATION
P. O. BOX 460748
GLENDALE, COLORADO 80246
720-524-1363
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 28, 2001
November 15, 2001
To the Shareholders of Nova Natural Resources Corporation:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Nova
Natural Resources Corporation, a Colorado corporation (the "Company"),
will be held at 3160 Steeles Avenue East, Suite 222, Markham, Ontario,
Canada on the 28th day of December, 2001, at 10:00 a.m., local time,
for the following purposes:
1. To amend the Company's Articles of Incorporation to increase
the number of shares of Common Stock, $.10 par value, the Company is
authorized to issue from 300,000,000 to 816,000,000 shares.
2. To effectuate a reverse split of the Company's Common Stock,
$.10 par value, by issuing 1 new share for each 102 common shares now
held, resulting in a reduction in the number of shares of Common
Stock, $.10 par value, the Company is authorized to issue from
816,000,000 to 8,000,000 shares.
3. To change the name of the Corporation from Nova Natural
Resources Corporation to Nova International Corporation.
4. To approve the Nova Natural Resources Corporation 2001
Non-qualified stock option plan.
5. To approve the actions of management since the December 15,
2000 shareholders' meeting, including the acquisition of Torita
Donghao LLC, and the issuance of up to 57,000,000 shares (558,824
shares on a post-split basis) of Common stock to consultants to
further Corporate objectives.
6. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Owners of Common and Preferred Stock of the Company of record at the
close of business on November 14, 2001, will be entitled to vote at
the meeting.
Whether or not you plan to attend the meeting, please date, sign and
mail the enclosed proxy in the envelope provided. Thank you for your
cooperation.
By Order of the Board of Directors
Edward T. S. Chan
Chief Executive Officer and President
_______________________________________________________________________
PLEASE SIGN AND MAIL THE ENCLOSED PROXY
IN THE ACCOMPANYING ENVELOPE
NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES
_______________________________________________________________________
November 15, 2001
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders
of Nova Natural Resources Corporation on December 28, 2001, at 10:00
a.m., at 3160 Steeles Avenue East, Suite 222, Markham, Ontario,
Canada. We look forward to greeting those shareholders who
are able to attend.
At the meeting, you are being asked to amend the Company's Articles
of Incorporation to increase the number of Shares of Common Stock,
$ .10 par value, the Company is authorized to issue from 300,000,000
to 816,000,000 shares, following which a reverse split of these
shares will be effectuated on the basis of 1 new share of Common for
each 102 shares of Common now held. You will also be asked to
approve a change in the Company's name to Nova International
Corporation, which is more reflective of the location of the
company's sales and manufacturing facilities and the international
nature of the Company's current lines of business. The Company is no
longer in the natural resources business.
Management believes that reverse-splitting the Company's Common stock
is a necessary step toward achieving the goal of gaining a listing of
Company's Common shares on one of the major securities markets. If
this proposal is approved, which is virtually assured, since
Management controls the majority of the Company's shares, those
shareholders who own, in aggregate, one hundred and two (102) or less
common shares on the record date, thus holding one (1) common share
or less after the proposed reverse split, will have such shares
or fractional shares canceled, and will be paid for those shares upon
written request. The written request must be accompanied by the
certificate(s) representing such shares, and must be received by the
Company no later than December 1, 2002. Upon receipt of the written
request and the share certificate(s) the submitting shareholder will
be paid for the share or fractional shares on the basis of ten cents
$0.10) per share for each share held at the record date. The Company
will have no obligation to honor any such requests received after
December 1, 2002. All such shares and fractional shares will be
canceled immediately after the effective date of the reverse split.
Those shareholders holding 103 or more shares of the Company's Common
stock on the record date will hold more than 1 share after the
reverse split. Any shareholder who would then own a fractional share
after aggregating all of the shares held by that shareholder, will
have that fractional share rounded up to one full share.
It is very important that your shares are represented and voted at
the meeting, whether or not you plan to attend. Accordingly, please
sign, date and return your proxy in the enclosed envelope at your
earliest convenience.
Your interest and participation in the affairs of the Company are
greatly appreciated. Thank you for your continued support.
Sincerely,
Edward T. S. Chan
Chief Executive Officer and President
NOVA NATURAL RESOURCES CORPORATION
P. O. BOX 460748
GLENDALE, COLORADO 80246
_______________
PROXY STATEMENT
_______________
SPECIAL MEETING OF SHAREHOLDERS
_______________
To Be Held December 28, 2001
_______________
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Nova Natural Resources Corporation (the
"Company") of proxies for use at a Special Meeting of the Shareholders
of the Company to be held on December 28, 2001, at 10:00 a.m., Local
Time, at 3160 Steeles Avenue East, Suite 222, Markham, Ontario,
Canada. This Proxy Statement and the accompanying form of Proxy were
mailed to the Company's Shareholders on or about November 20, 2001.
If the accompanying Proxy form (Attachment No. 1) is signed, dated
and returned, the shares represented thereby will be voted in
accordance with the specifications therein. If no choice is
specified, the shares will be voted FOR proposals 1 through 6. Your
executed Proxy may be revoked at any time before it is exercised by
filing with the Secretary of the Company, P. O. Box 460748, Glendale,
Colorado, 80246 a written notice of revocation or a duly executed
Proxy bearing a later date. The execution of the enclosed Proxy will
not affect your right to vote in person should you find it convenient
to attend the Special Meeting and desire to vote in person. To the
Company's knowledge, those Directors of the Company who are
identified on the Proxy form, intend to vote for all of the proposals
described herein.
SOLICITATION OF PROXY
The expense of soliciting these Proxies will be borne by the Company.
It is contemplated that the Proxies will be solicited principally
through the use of the mails, but officers and regular employees of
the Company may solicit Proxies personally, by telephone or by
special letter. Although there is no formal agreement to do so, the
Company may reimburse banks, brokerage houses and other custodians,
nominees and fiduciaries for their reasonable expenses of forwarding
Proxy materials to their principals.
VOTING SECURITIES AND PRINCIPAL HOLDERS OF SUCH SECURITIES
On November 14, 2001, the record date for determination of the
Shareholders entitled to vote at the Special Meeting of Shareholders,
270,832,724 shares of the Company's Common Stock and no shares of the
Company's Convertible Preferred Stock, $1.00 par value, were
outstanding. Each share of Common Stock is entitled to one vote, and
one share of Convertible Preferred Stock is entitled to two votes on
all matters voted upon the Special Meeting. The presence, in person
or by proxy, of a majority of the outstanding shares of Common and
Preferred Stock in the aggregate is necessary to constitute a
quorum at the Meeting. Any votes withheld from voting (whether by
abstention, broker non-votes or otherwise) will not be counted and
will have no legal effect on the vote.
The following table sets forth the only persons known to the Company,
as of November 14, 2001, to own beneficially more than 5% of the
Company's Common Stock, its only class of issued and outstanding
voting securities. Except as otherwise noted in the footnotes to the
table, each person named has sole voting and investment powers
relating to such shares.
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
Preferred Stock
None issued and Outstanding.
Common Stock
Torita Electronic (Hong Kong) LTD 138,612,287 51.2%
Torita Electronic City
North MingZhu Road
Zhuhai, China 519070
Ma Jun 21,324,287 7.9%
Torita Electronic City
North MingZhu Road
Zhuhai, China 519070
Patrick Au, dba CPC Johnsen
Investment Management LLC 23,861,229 8.8%
30 Rawlings Avenue
Richmond Hill, Ontario, Canada L4S 1B5
Frank Alexander 22,000,000 8.1%
539 Southshore Road
Palermo, New Jersey 08223
JTU Inc. 18,126,222 6.7%
311 North Knowles
Winter Park, Florida 32789
The following table shows, at November 5, 2001 the shares of the
Company's outstanding Common Stock, $ .10 per value, beneficially
owned or controlled by each of the officers and directors of the
Company and the shares beneficially owned by all of the officers and
directors as a group. Except as otherwise noted in the footnotes to
the table, each person named has sole voting and investment powers
related to his shares.
Name of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
Han Zhende 138,612,287 (1) 51.2%
Director
Chris Tse 10,662,484 (2) 3.9%
Director
Edward T. S. Chan 3,918,297 (3) 1.4%
CEO, President and Treasurer and Director
Brian B. Spillane 2,111,128 (4) 0.8%
Secretary and Director
All Directors and Officers
as a group (4 persons) 155,304,196 57.3%
(1) Includes 138,612,287 shares held by Torita Electronic (Hong Kong)
Ltd. over which Mr. Han has voting control. Does not include options
owned by Mr. Han under the Nova Natural Resources Corporation 2001
Non-qualified Stock Option Plan to purchase 2,330,600 shares
of the Company's $0.10 par value common stock at $0.11 per share.
(2) Includes 10,662,484 shares held by Trillion Wealth Ltd. which are
beneficially owned by the wife of Mr. Tse, however, Mr. Tse is the
Director of Trillion Wealth Ltd. Does not include options owned by
Mr. Tse under the Nova Natural Resources Corporation 2001
Non-qualified Stock Option Plan to purchase 2,330,600 shares of the
Company's $0.10 par value common stock at $0.11 per share.
(3) Includes 2,330,700 shares held by Mr. Chan's wife. Does not
include options owned by Mr. Chan under the Nova Natural Resources
Corporation 2001 Non-qualified Stock Option Plan to purchase 4,661,200
shares of the Company's $0.10 par value common stock at $0.11 per
share.
(4) Does not include options owned by Mr. Spillane under the Nova
Natural Resources Corporation 2001 Non-qualified Stock Option Plan to
purchase 2,330,600 shares of the Company's $0.10 par value common
stock at $0.11 per share. Does not include warrants granted to Mr.
Spillane by the Company in February 2001 to purchase 699,288 shares
of the Company's $0.10 par value common stock at $0.0086 per share.
The amount of these warrants will increase according to terms
specifying dilution protection during the term of the warrants, which
will expire if not exercised, in November 2002. The present amount
of Mr. Spillane's warrants, due to the dilution provisions of the
warrant agreement, is 812,625 shares. Does not include options owned
by Mr. Spillane to purchase 250,000 shares directly from Robert E.
McDonald, a former Director of the Company, at $0.10 per share, and
options owned by Mr. Spillane to purchase 250,000 shares directly
from Karen McDonald, the former spouse of Mr. McDonald, at $0.10 per
share.
The following table shows as of November 14, 2001, the shares of the
Company's Common Stock which would be held by Officers and Directors,
$ .10 par value, assuming full exercise of all options.
Name of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
Han Zhende 140,942,887 (1) 52.0%
Chris Tse 12,993,084 (2) 4.8%
Edward T. S. Chan 8,579,497(3) 3.2%
Brian B. Spillane 5,754,243(4) 2.1%
All Directors and Officers
as a group (4 persons) 62.1%
(1) See Note (1) of the preceding table.
(2) See Note (2) of the preceding table.
(3) See Note (3) of the preceding table.
(4) See Note (4) of the preceding table.
If full conversion of all outstanding options and warrants held by
the Company's Officers and Directors occurred, the Company would have
outstanding 281,644,989 shares of its Common Stock.
AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION
Proposal
The Company's Board of Directors has recommended and proposes that
the Company's Articles of Incorporation be amended to increase the
number of shares of Common Stock, $0.10 par value, the Company is
authorized to issue from 300,000,000 shares, as currently
authorized, to 816,000,000 shares; to effect a reverse split of such
shares on the basis of 1 new share for each 102 shares currently
held; and to change the Company's name to Nova International
Corporation. No other provision of the Company's Articles of
Incorporation will be changed upon approval by the Company's
shareholders of the proposed amendment. Shareholders are also being
asked to approve the Nova Natural Resources Corporation 2001
Non-qualified stock option plan.
Background of the Proposed Amendments
On February 27, 2001, the Company closed a transaction pursuant
to the terms of an Asset Purchase Agreement dated February 9, 2001
(the "Agreement") with TORITA DONGHAO LLC ("Torita Delaware"), a
Delaware Corporation, by which Torita Delaware acquired control of
the Company.
Effective at Closing, all of Nova's officers and directors,
except Brian B. Spillane, resigned, as contemplated by the Agreement.
Edward T. S. Chan, CEO of Torita Delaware, thereupon was named
President, Treasurer and a Director of the Company. Mr. Spillane
resigned as President, but remains a Director of the Company, and was
appointed its Secretary. In September, 2001, Mr. Han Zhende and Mr.
Chris Tse were appointed Directors of the Company, bringing the
number of Board Members to four.
Upon effectuation of the Agreement, Torita Electronic (Hong
Kong) Ltd. held 138,612,287 shares of the Registrant's $0.10 par
value common stock, 59.5% of the then-total common shares issued and
outstanding, and therefore became the controlling shareholder of the
Company. Affiliates of Torita Delaware controlled an additional 32%
of the then-issued and outstanding shares. The consideration used to
obtain such control was the acquisition by the Company of 100% of the
business and operating assets of Torita Delaware.
The Company acquired 100% of the business and operating assets
of Torita Delaware in exchange for 213,249,672 of its $0.10 par value
common shares. 2,971,752 shares and a cash consideration were paid
at the Closing to Focus Tech Investments, Inc., which acted as a
finder in the transaction. All shares issued at the Closing are
restricted.
In determining the amount of the consideration, the Company's
Board of Directors considered the Company's limited financial
resources prior to the transaction, the Company's inability to
attract industry partners to fund and operate the Company's principal
assets, the general economic conditions of the industries in which
the Company operated, and management's determination that the
Company could not operate profitably because of a lack of capital
from operations and other sources.
Management concluded that the Company would be more valuable,
and the interests of its shareholders would be better served, by the
sale, reassignment, and abandonment of the Company's assets and
marketing of the Company as a "shell". In this fashion, management
believed that it could obtain for the Company's shareholders a
minority interest in a company with more substantial assets,
operations and prospects. In exchange, such a merger partner would
become a public company, obtain liquidity for its shares, and gain
more ready access to capital markets. The Company's Directors
concluded that Torita Delaware met all of these criteria, based on
its assets, earnings, and growth prospects, particularly in the
geographical region in which it operates. As part of its due
diligence activities, the then- President of the Company, accompanied
by the Company's largest shareholder and a second large shareholder
traveled to China, inspected the facilities and assets to be acquired,
and met the personnel responsible for Torita Delaware's operations.
The Company also relied on the Finder to advise the Company as to the
best terms obtainable for this type of transaction.
All of Nova's outstanding convertible preferred stock was
converted into common stock at the Closing. The previous Nova
shareholders hold 16,838,567 shares, the majority of which are
subject to a Stock Transfer Restriction Agreement with a 12-month
term which limits the number of shares which can be sold in any one
month. No shares subject to this Agreement have been offered for
sale or sold. The Company now has a total of 270,832,724 common
shares outstanding resultant from the issuance of shares to three
consultants, its President, and its Counsel. The Company is
contingently liable to issue 20,000,000 additional shares to one of
such consultants based on performance, and subject to shareholder
approval of an increase in the Company's authorized shares.
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 in the People's Republic of China
("PRC") and include six manufacturing lines with an annual
production capacity of approximately 1 million PC's, 1 million DVD
devices and 200,000 TV sets. Torita Delaware was formed by
spin-off of two divisions of the Torita Group of the PRC.
The business operations of the Company have continued to be those of
Torita Delaware prior to the Closing. The Company does not operate
in any of the business areas in which it operated prior to Closing.
Accordingly, Management has proposed that the Company's name be
changed to Nova International Corporation to more clearly reflect the
current operations of the Company.
Common Stock
The Company currently is authorized to issue 300,000,000 shares of
Common Stock, $ .10 per value per share. Holders of Common Stock are
entitled to cast one vote for each share held of record on all
matters submitted to a vote of shareholders and are not entitled to
cumulate votes for the election of directors. Holders of Common
Stock do not have preemptive rights to subscribe for additional
shares of Common Stock issued by the Company.
Holders of Common Stock are entitled to receive dividends as may be
declared by the Company's Board of Directors out of funds legally
available for that purpose, subject to the rights of the holders of
the Company's Preferred Stock, none of which is currently outstanding.
Holders of Common Stock and Preferred Stock have equal rights to all
dividends declared and paid by the Company. In the event of
liquidation, holders of Common Stock are entitled to share, pro rata,
in any distribution of the Company's assets remaining after payment
of liabilities, subject to the preferences and rights of the holders
of Preferred Stock. The Company has not paid and has no present plan
to pay dividends, however that plan will be reviewed at least on an
annual basis.
Preferred Stock
The Company is authorized to issue Three Million (3,000,000) shares
of its Class "A" Preferred Stock, $1.00 par value per share,
designated as "Series A Convertible Preferred Stock". and Two Million
(2,000,000) shares of its Class "B" Preferred Stock, $1.00 par value
per share, designated as "Series B Convertible Preferred Stock". No
shares of preferred stock are currently outstanding. The holders of
the Company's Preferred Stock have the full right and power to vote
with the shareholders of the Common Stock on all matters on which
the shareholders of Common Stock are entitled to vote. Holders of
Preferred Stock are entitled to two (2) votes for each share of
Preferred Stock held and are not entitled to cumulate votes for the
election of directors. Holders of Preferred Stock do not have
preemptive rights to subscribe for or to purchase any additional
shares of Preferred Stock or Common Stock.
Each share of Preferred Stock may be converted at any time into two
shares of the Company's Common Stock. Shares of Preferred Stock are
not entitled to cumulative dividends, but are entitled to receive
dividends on the same basis as holders of shares of Common Stock.
In the event of dissolution, liquidation or winding up of the Company,
the holders of the Preferred Stock shall be entitled to receive par
value per share, together with all dividends thereon accrued or in
arrears, out of any assets of the Company remaining after the
Company's debts have been paid in full and before any payment is made
or assets set apart for payment to the holders of Common Stock.
The Articles of Incorporation provide protection to holders of
Preferred Stock against mergers or consolidations of the Company and
provide that, upon the issuance of stock dividends on Common Stock
or changes in the numbers of outstanding shares of Common Stock, the
formula for converting Preferred Stock into Common Stock shall be
changed. The Company is required to reserve out of its authorized
but unissued shares of Common Stock, shares sufficient to assure the
complete conversion of all issued and outstanding shares of Preferred
Stock.
Transfer Agent
The transfer agent for the Common Stock is MCM Stock Transfer Company,
990 Logan Street, Suite 401, Denver, Colorado 80203.