-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vhx3eaqCIPPoh1zQIG4OYKFwHr4qDjayq/ZFWTn3r6DL86jNehFncNdfE5Ru7yX2 IfYr3gol+PsD0DJTT74vbw== 0001104659-06-049573.txt : 20060728 0001104659-06-049573.hdr.sgml : 20060728 20060728151050 ACCESSION NUMBER: 0001104659-06-049573 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060728 DATE AS OF CHANGE: 20060728 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOVA OIL INC CENTRAL INDEX KEY: 0001137469 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 912028450 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81706 FILM NUMBER: 06987807 BUSINESS ADDRESS: STREET 1: 17922 NORTH HATCH ROAD CITY: COLBERT STATE: WA ZIP: 99005 BUSINESS PHONE: 5094660576 MAIL ADDRESS: STREET 1: 17922 NORTH HATCH ROAD CITY: COLBERT STATE: WA ZIP: 99005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: McGowan Michael W CENTRAL INDEX KEY: 0001358823 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (713) 869-6682 MAIL ADDRESS: STREET 1: THE RIVIANA BUILDING, 2777 ALLEN PARKWAY STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77024 SC 13D/A 1 a06-16547_1sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

(Rule 13d-101)

 

Information to be Included in Statements Filed Pursuant
to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to
Rule 13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

NOVA OIL, INC.

(Name of Issuer)

 

Common Stock, par value $.001 per share

(Title of Class of Securities)

 

669789109

(CUSIP Number)

 

J.D. McGraw
Nova Oil, Inc.
The Riviana Building
2777 Allen Parkway, Suite 800
Houston, Texas 77019
(713) 869-6682

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

July 19, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 




 

CUSIP No.   669789109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Michael W. McGowan

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
13,500,000

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
13,500,000

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
13,500,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
16.0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2




 

Item 1.

Security and Issuer

 

 

 

 

Item 2.

Identity and Background

 

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

 

 

This Amendment No. 1 to the undersigned’s Schedule 13D, which was originally filed on April 10, 2006 (the “Schedule 13D”) with regard to Nova Oil, Inc., a Nevada corporation (the “Issuer”), is being filed to amend Items 4 through 6 of the Schedule 13D. Except as expressly stated herein, there have been no material changes in the information set forth in the Schedule 13D.

Item 4.

Purpose of Transaction

 

The third paragraph of Item 4 is amended and restated in its entirety to read:

 

“Until July 19, 2006, the Reporting Person was a director of Biosource, the Issuer’s principal operating subsidiary.  On July 19, 2006, the Reporting Person resigned as a director of Biosource.  As a result, the Reporting Person is no longer an affiliate of the Issuer.”

Item 5.

Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated in its entirety to read as follows:

 

(a)    The Reporting Person beneficially owns 13,500,000 shares of common stock of the Issuer, which equals approximately 16.0% of the outstanding shares of common stock of the Issuer as of July 19, 2006.

 

(b)    The Reporting Person has sole voting and dispositive power as to 13,500,000 shares.

 

(c)    On April 24, 2006, pursuant to the three-for-two stock split in the form of a stock dividend, the Reporting Person received 4,500,000 shares of the Issuer’s common stock, increasing the number of shares beneficially owned from 9,000,000 to 13,500,000.  The Reporting Person has not effected any transactions in the Issuer's common stock during the past 60 days.

 

(d)    Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby amended and restated in its entirety to read:

 

Pursuant to the Share Exchange Agreement, the Reporting Person had been designated as a nominee to become a director of the Issuer.  Notwithstanding such agreement, the Reporting Person did not become a director of the Issuer but remained a director of Biosource, the principal operating subsidiary of the Issuer.  Effective as of July 19, 2006, the Reporting Person resigned as a director of Biosource and is no longer an affiliate of the Issuer.

Item 7.

Material to Be Filed as Exhibits

 

 

 

3




 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

July 28, 2006

 

Date

 


/s/ Michael W. McGowan

 

Signature

 


Michael W. McGowan

 

Name/Title

 

4



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