UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549


FORM 10-Q


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the quarterly periodQuarterly Period ended June 30, 2010

March 31, 2011


Commission File number 0-15078


NOVA NATURAL RESOURCES CORPORATION

(Name of Small Business Issuer in its charter)


Colorado84-1227328

Colorado

84-1227328

(State or other jurisdiction

Of incorporation)

(I.R.S. Employer

of

jurisdiction of incorporation

Incorporation

Identification No.)

2000 NE 22nd ST
Wilton Manors, Fl 33305
(828)489-9409
(Address of principal executive offices)(issuer's phone number)

Identification No.)


Suite 300, 5734 Yonge Street,

North York, Ontario, Canada M2M 4E7
(Address of principal executive offices)


 (416) 222-5501)

(issuer's phone number)


Securities registered under Section 12(b) of the Act: NONE


Securities registered under Section


12(g) of the Act:


Common Stock, $.01 Par Value


(Title of Class)


Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     [X]. No [_]

 X.


Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-Q or any amendment to this Form 10-Q. [X]

 X.


Issuer's revenues for its most recent fiscal year totaled: None

Documents$191,256Documents Incorporated by Reference: None


Transitional Small Business Disclosure Format: Yes     [_]. No [X]

 X.


As of June 30, 2010,March 31, 2011, the Registrant had no outstanding no shares of Convertible Preferred Stock, $1.00 par value issued and outstanding.


Number of Shares of Common Stock Outstanding $.10$.01 par value as of June 30, 2010 isMarch 31, 2011, 5,021,764




NOVA NATURAL RESOURCES CORPORATION

Index to Form 10-Q


PART 1. FINANCIAL INFORMATIONPage No.

PART 1.

FINANCIAL INFORMATION

Page No.

Item 1.

Financial Statements

Item 1.

Financial Statements

3

Balance SheetsSheet at June 30, 2010March 31, 2011 (unaudited)

5

6

Statements of OperationsOperation and Accumulated SurplusDeficit for the three months ended June 30, 2010 and 2009 (unaudited)March 31, 2011(unaudited)

6

7

Statements of Cash Flow ended June 30, 2010 and 2009March 31, 2011 (unaudited)

7

8

Notes to the Financial Statements

9

Item 22.

Management discussion and Analysis of Financial Condition and Results of Operations

11

15

Item 3.

Item 3

Quantitative and Qualitative disclosure about Market Risk

19

16

Item 4.

Item 4T

Controls and Procedures

19

16

PART 2

OTHER INFORMATION

17

PART 2

Item 1

OTHER INFORMATION

Legal Proceedings

17

Item 2.

Item 1Legal Proceedings21
Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

21

17

Item 3.

Item 3

Defaults upon Senior Securities

21

17

Item 4.

Item 4

Submission of Matters to a Vote of Security Holders

21

17

Item 5.

Other Information

17

Item 56.

Other Information

Exhibits

21
Item 6Exhibits21

17








PART 1


NOVA NATURAL RESOURCES CORPORATION


Consolidated Financial Statements

June 30, 2010 and 2009

For the Three Months Ended March 31, 2011

Unaudited














NOVA NATURAL RESOURCES CORPORATION


Consolidated Financial Statements

June 30, 2010 and 2009
TABLE OF

For the Three Months Ended March 31, 2011

Unaudited


CONTENTS

Page(s)

Page(s)

Report of Independent Registered Public Accounting Firm

5

Consolidated Balance Sheets as of June 30, 2010March 31, 2011 and December 31, 20092010

5

6

Consolidated Statements of Operations for the three and six  months ended June 30,March 31, 2011 and 2010 and 2009

6

7

Consolidated Statements of Cash Flows for the sixthree months ended June 30,March 31, 2011 and 2010 and 2009

7

8

Notes to the Consolidated Financial Statements

8-10

9





NOVA NATURAL RESOURCES CORPORATION 
Consolidated Balance Sheets 
  
  June 30, 2010  December 31, 2009 
  (Unaudited)    
ASSETS      
Current assets      
Cash $32,253  $5,550 
Accounts receivable  9,497     
Prepaid expenses  57,722   - 
Total current assets  99,472   5,550 
         
Fixed assets  81,057   - 
         
Total assets $180,529  $5,550 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
Current liabilities        
Bank overdraft $2,432  $- 
Accounts payable and accrued liabilities  105,670   10,401 
Related party notes  337,479   168,687 
Total current liabilities  445,581   179,088 
         
Note payable  24,980   - 
         
Total liabilities  470,561   179,088 
         
Stockholders' deficit        
Common stock; $.01 par value, 50,000,000 shares authorized; 5,021,764 shares issued and outstanding  50,218   50,218 
Additional paid-in capital  5,631,664   5,631,664 
Other comprehensive income  985   - 
Accumulated deficit  (5,972,893)  (5,855,420)
Total stockholders' deficit  (290,026)  (173,538)
         
Total liabilities and stockholders' deficit $180,535  $5,550 
         
See accompanying notes to financial statements 
5

NOVA NATURAL RESOURCES CORPORATION 
Consolidated Statements of Operations (Unaudited) 
  
   Three months ended June 30,  Six months ended June 30, 
   2010   2009   2010   2009 
                 
Revenues $5,964  $-  $5,964  $- 
Cost of services provided  3,578       3,578   - 
Gross margin  2,386   -   2,386   - 
                 
Operating expenses                
Travel  8,612   -   13,140   - 
Professional fees  44,631   -   45,172   - 
Rent  16,405   -   16,405   - 
Continuing eduction  6,040   -   6,040   - 
Meals and entertainment  6,641   -   6,641   - 
Salaries and wages  25,126   -   25,126   - 
General and administrative  5,858   6,582   6,644   9,124 
Total operating expenses  113,313   6,582   119,168   9,124 
                 
Other expense                
Interest expense  692   -   692   - 
Total other expense  692   -   692   - 
                 
Net loss applicable to common shareholders $(111,619) $(6,582) $(117,474) $(9,124)
                 
Other comprehensive income             
Foreign currency translation adjustment  985   -   985   - 
                 
Total comprehensive loss $(110,634) $(6,582) $(116,489) $(9,124)
                 
Basic and diluted loss per common share $(0.02) $(0.00) $(0.02) $(0.00)
                 
Weighted average shares outstanding  5,021,764   5,021,764   5,021,764   5,021,764 
                 
See accompanying notes to financial statements 
6

NOVA NATURAL RESOURCES CORPORATION 
Consolidated Statements of Cash Flows 
  
  Six months ended June 30, 
  2010  2009 
Operating activities      
Net loss $(117,474) $(9,124)
Adjustment to reconcile net loss to net cash used in operating activities: 
Accounts receivable  (9,622)    
Prepaid expenses  (58,481)    
Accounts payable and accrued liabilities  96,570     
Net cash used in operating activities  (89,007)  (9,124)
         
Investing activities        
Purchase of fixed assets  (82,123)  - 
Net cash provided by investing activities  (82,123)  - 
         
Financing activities        
Proceeds from bank overdraft  2,464   - 
Proceeds from note payable  24,980   - 
Proceeds from related party notes  170,322   13,964 
Net cash used in financing activities  197,766   13,964 
         
Effect of exchange rate on cash  67   - 
         
Net change in cash during the year  26,703   4,840 
Beginning cash balance  5,550   204 
Ending cash balance $32,253  $5,044 
         
Supplemental cash flow information        
Cash paid for interest $-  $- 
Cash paid for income taxes $-  $- 
         
See accompanying notes to financial statements 
7

NOVA NATURAL RESOURCES CORPORATION
 Notes to







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Consolidated Financial Statements

June 30, 2010Board of Directors and 2009
(Unaudited)
Note 1 Nature and ContinuanceStockholders

Nova Natural Resources Corporation


I have examined the accompanying balance sheets of Operations


Organization

Nova Natural Resources Corporation (the Company) is a Colorado Corporation formedas of March 31, 2011, and the related statements of operations, changes in stockholders’ equity, and cash flows for the purposeperiod from January 1, 2011 to March 31, 2011. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of mineral exploration. company management.  A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole.  Accordingly, I do not express such an opinion.

Management has decidedis responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America and for designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of the financial statements.


My responsibility is to conduct the review in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants.  Those standards require me to perform procedures to obtain limited assurance that there are no material modifications that should be made to the financial statements. I believe that the company wouldresults of my procedures provide a reasonable basis for my report.


Based on my review, I are not aware of any material modifications that should be more valuable andmade to the interestaccompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of its shareholders would be better served byAmerica.












/s/ Eddy Chin Chartered Accountant

Licensed Public Accountant

Thornhill, Ontario

April 15, 2011




NOVA NATURAL RESOURCES CORPORATION

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

2011

 

2010

 

 

Unaudited 

 

 

 

ASSETS

Current assets

 

 

 

 

 

 

Cash

$

244,531

 

$

48,376

 

Accounts receivable

 

105,925

 

 

40,907

 

Prepaid expenses

 

54,321

 

 

52,436

 

Other current assets

 

11,307

 

 

10,965

Total current assets

 

416,084

 

 

152,684

 

 

 

 

 

 

 

 

Fixed assets, net of accumulated depreciation of $78,182 and $52,781

 

346,802

 

 

342,695

 

 

 

 

 

 

 

Total assets

$

762,886

 

$

495,379

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Bank overdraft

$

-

 

$

15

 

Accounts payable and accrued liabilities

 

410,027

 

 

298,529

 

Notes payable, current portion

 

842,680

 

 

420,601

 

Related party payables

 

301,693

 

 

404,895

Total current liabilities

 

1,554,400

 

 

1,124,040

 

 

 

 

 

 

 

 

Notes payable, net of current portion

 

92,680

 

 

25,000

 

 

 

 

 

 

 

Total liabilities

 

1,647,080

 

 

1,149,040

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

Common stock; $0.01 par value, 50,000,000 shares authorized;5,021,764 shares issued and outstanding

 

50,218

 

 

50,218

 

Additional paid-in capital

 

5,631,664

 

 

5,631,664

 

Other comprehensive loss

 

(12,153)

 

 

(12,855)

 

Accumulated deficit

 

(6,553,923)

 

 

(6,322,688)

Total stockholders' deficit

 

(884,194)

 

 

(653,661)

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

$

762,886

 

$

495,379

 

 

 

 

 

 

 

See accompanying notes to the financial statements





NOVA NATURAL RESOURCES CORPORATION

Consolidated Statements of Operations

Unaudited

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

2011

 

2010

Revenues

$

223,788

 

$

-

Cost of services provided

 

129,941

 

 

-

Gross margin

 

93,847

 

 

-

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

Travel

 

250

 

 

4,528

 

Depreciation

 

23,366

 

 

-

 

Professional fees

 

101,816

 

 

541

 

Rent

 

114,609

 

 

-

 

Meals and entertainment

 

1,960

 

 

-

 

Salaries and wages

 

40,712

 

 

-

 

Medical records

 

14,047

 

 

-

 

General and administrative

 

28,322

 

 

786

Total operating expenses

 

325,082

 

 

5,855

 

 

 

 

 

 

 

Net loss applicable to common shareholders

$

(231,235)

 

$

(5,855)

 

 

 

 

 

 

 

Other comprehensive loss

 

 

 

 

 

 

Foreign currency translation adjustment

 

(702)

 

 

-

Total comprehensive loss

$

(231,937)

 

$

(5,855)

 

 

 

 

 

 

 

Basic and diluted loss per common share

$

(0.05)

 

$

(0.00)

Weighted average shares outstanding

 

5,021,764

 

 

5,021,764

 

 

 

 

 

 

 

See accompanying notes to the financial statements




NOVA NATURAL RESOURCES CORPORATION

Consolidated Statements of Cash Flows

Unaudited

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

2011

 

2010

Operating activities

 

 

 

 

 

 

 

Net loss

$

(231,235)

 

$

(5,855)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

Depreciation

 

23,366

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

(65,018)

 

 

-

 

 

Prepaid expenses

 

(1,885)

 

 

-

 

 

Other current assets

 

(342)

 

 

-

 

 

Accounts payable and accrued liabilities

 

111,498

 

 

(728)

Net cash used in operating activities

 

(163,616)

 

 

(6,583)

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

Purchase of fixed assets

 

(27,473)

 

 

-

Net cash provided by investing activities

 

(27,473)

 

 

-

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

Repayment of bank overdraft

 

(15)

 

 

-

 

 

Proceeds from notes payable

 

489,759

 

 

-

 

 

Proceeds from related party payables

 

(103,202)

 

 

7,990

Net cash used in financing activities

 

386,542

 

 

7,990

 

 

 

 

 

 

 

 

 

Effect of exchange rate on cash

 

702

 

 

-

 

 

 

 

 

 

 

 

Net change in cash

 

196,155

 

 

1,407

Beginning cash balance

 

48,376

 

 

5,550

Ending cash balance

$

244,531

 

$

6,957

 

 

 

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

 

 

 

Cash paid for interest

$

-

 

$

-

 

 

Cash paid for income taxes

$

-

 

$

-

 

 

 

 

 

 

 

 

See accompanying notes to the financial statements



8



NOVA NATURAL RESOURCES CORPORATION

Notes to the saleConsolidated Financial Statements

March 31, 2011


Note 1 - Nature of Business

Nova Natural Resources Corporation (the "Company" or reverse merger. During June 30,“Nova”) was incorporated under the laws of the state of Colorado on April 1, 1993. As at March 31, 2010, the Company acquired a clinicTrust owned 100% of the outstanding shares of each of 1816191 Ontario Limited and Greenestone Clinic Muskoka Inc., both of which were incorporated in Ontario, Canada which has been2010 under the laws of the Province of Ontario. These consolidated for presentation of these financial statements.


Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim("GAAP"). Certain comparative figures have been reclassified to conform to the current period's financial information and with the instructions to Form 10-Qpresentation.


The Company has elected a fiscal year end of Regulation S-X. Certain information and footnote disclosures normally included inDecember 31.

Note 2 - Significant Accounting Policies

Estimates

The preparation of financial statements preparedin conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash

For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents.  There were no cash equivalents as of March 31, 2011.

Income Taxes

The Company accounts for income taxes under ASC 740"Income Taxes" which codified SFAS 109,"Accounting for Income Taxes" and FIN 48“Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No.  109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.


Fair Value of Financial Instruments


The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at March 31, 2011.


FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, generally acceptedand expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:


Level 1. Observable inputs such as quoted prices in active markets;


Level 2. Inputs, other than the United States of Americaquoted prices in active markets, that are observable either directly or indirectly; and


Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.


The Company does not have been condensedany assets or omitted pursuant to such rulesliabilities measured at fair value on a recurring basis at March 31, 2011. The Company did not have any fair value adjustments for assets and regulations. However, except as disclosed herein, there have been no material changes inliabilities measured at fair value on a nonrecurring basis during the information disclosed in the notesthree months ended March 31, 2011 or 2010.



9



NOVA NATURAL RESOURCES CORPORATION

Notes to the financial statements for the year ended DecemberConsolidated Financial Statements

March 31, 2009, included in the Company's annual report on the From 10-K filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended June 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.

2011


Note 2 Summary of- Significant Accounting Policies

(continued)


Earnings Per Share Information


FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share.  Basic earnings per share includes no dilution and is computed by dividing net loss applicable to common shareholders by the weighted average common shares outstanding for the period.  Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share.  Basic and diluted loss per share was the same, at the reporting dates, as there were no common stock equivalents outstanding.


Share Based Expenses


ASC 718"Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. ,rights that may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past p racticespractices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

equity


The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50"Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"),"Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equi tyequity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

8

NOVA NATURAL RESOURCES CORPORATION
 Notes to the Consolidated Financial Statements
June 30, 2010 and 2009
(Unaudited)
Note 2 Summary of Significant Accounting Policies - (continued)


Going concern

Concern


The Company'sCompany’s financial statements are prepared usingin accordance with generally accepted accounting principles generally accepted in the United States of America applicable to a going concern whichconcern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  TheCurrently, the Company has not yet established an ongoinghave minimal cash and no material assets, nor does it have operations or a source of revenuesrevenue sufficient to cover its operatingoperation costs and allow it to continue as a going concern.  The abilityCompany will be dependent upon the raising of the Company to continue as a going concern is dependent on the Company obtaining adequateadditional capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.


Inthrough placement of common stock in order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meetimplement its minimal operating expenses, and (2) as a last resort, seeking out and completing a mergerbusiness plan, or merge with an existing operating company.  However, management cannot provide any assurancesThere can be no assurance that the Company will be successful in accomplishing any of its plans.

The ability of the Companyeither situation in order to continue as a going concern is dependent upon its abilityconcern.  The officers and directors have committed to successfully accomplishadvancing certain operating costs of the plans described in the preceding paragraph and eventually secure other sourcesCompany.


Principals of financing and attain profitable operations. Consolidation


The accompanying consolidated financial statements do not include any adjustments that might be necessary ifthe accounts of the Company and its subsidiaries. All inter-company transactions and balances have been eliminated.


The Company’s subsidiary’s functional currency is unable to continuethe Canadian dollar (CAD), while the Company’s reporting currency is the U.S. dollar (USD).  All transactions initiated in Canadian dollars are translated into U.S. dollars in accordance with ASC 830, "Foreign Currency Translation" as follows:


i)    Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.

ii)   Equity at historical rates.

iii)  Revenue and expense items at the average rate of exchange prevailing during the period.


Adjustments arising from such translations are deferred until realization and are included as a going concern.

separate component of stockholders’ equity as a component of comprehensive income or loss.  Therefore, translation adjustments are not included in determining net loss but reported as other comprehensive income.


Recently Implemented

10



NOVA NATURAL RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

March 31, 2011



Note 2 - Significant Accounting Policies (continued)


Principals of Consolidation (continued)


For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date.  If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.


Recent Accounting Pronouncements


On September 9, 2009, the Company adopted Accounting Standards


ASC 855, Subsequent Events ("ASC 855" Update (“ASU”) (formerlyNo. 2009-01,“Topic 105 - Generally Accepted Accounting Principles - amendments based on Statement of Financial Accounting Standards No. 165, Subsequent Events168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“ASU No. 2009-01”).  ASU No. 2009-01 re-defines authoritative GAAP for nongovernmental entities to be only comprised of the FASB Accounting Standards Codification (“Codification”) includesand, for SEC registrants, guidance that was issued by the FASBSEC.  The Codification is a reorganization and compilation of all then-existing authoritative GAAP for nongovernmental entities, except for guidance issued by the SEC.  The Codification is amended to effect non-SEC changes to authoritative GAAP.  Adoption of ASU No. 2009-01 only changed the referencing convention of GAAP in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company's evaluation of its subsequent events. ASC 855 defines two types of subsequent events, "recognized" and "non-recognized". Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions t hat did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not materialNotes to the Company's financial position or results of operations.
Financial Statements.


In

On February 25, 2010, the FASB issued amended guidance on subsequent eventsASU No. 2010-09 Subsequent Events Topic 855“Amendments to alleviate potential conflicts between FASB guidanceCertain Recognition and Disclosure Requirements,” effective immediately. The amendments in the ASU remove the requirement for an SEC requirements. Under this amended guidance, SEC filers are no longer requiredfiler to disclose thea date through which subsequent events have been evaluated in originallyboth issued and revised financial statements. This guidance was effective immediately and we adoptedRevised financial statements include financial statements revised as a result of either correction of an error or retrospective application of US GAAP. The FASB believes these new requirements foramendments remove potential conflicts with the period ended June 30, 2010.SEC’s literature. The adoption of this guidanceASU did not have a material impact on ourthe Company’s financial statements.


9

NOVA NATURAL RESOURCES CORPORATION
 Notes to the Consolidated Financial Statements
June 30, 2010 and 2009
(Unaudited)
Note 2 Summary of Significant Accounting Policies - (continued)

Recently Implemented Standards (continued)

In January

On March 5, 2010, the FASB issued ASU No. 2010-11 Derivatives and Hedging Topic 815“Scope Exception Related to Embedded Credit Derivatives.”This ASU clarifies the guidance to amendwithin the disclosure requirementsderivative literature that exempts certain credit related features from analysis as potential embedded derivatives requiring separate accounting. The ASU specifies that an embedded credit derivative feature related to recurringthe transfer of credit risk that is only in the form of subordination of one financial instrument to another is not subject to bifurcation from a host contract under ASC 815-15-25, Derivatives and nonrecurring fair value measurements. The guidance requires a roll forward of activities on purchases, sales, issuance,Hedging — Embedded Derivatives — Recognition. All other embedded credit derivative features should be analyzed to determine whether their economic characteristics and settlementsrisks are “clearly and closely related” to the economic characteristics and risks of the assetshost contract and liabilities measured using significant unobservable inputs (Level 3 fair value measurements).whether bifurcation is required. The guidanceASU will becomebe effective for the Company within the reporting period beginning July 1, 2011.fourth quarter of 2010. Early adoption is permitted. The adoption of this guidanceASU will not have a material impact on the Company’s consolidated financial statements.


In April 2010, the FASB codified the consensus reached in Emerging Issues Task Force Issue No. 08-09,“Milestone Method of Revenue Recognition.” FASB ASU No. 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. FASB ASU No. 2010-17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The Company does not expect this ASU will have a material impact on its financial position or results of operations when it adopts this update on October 1, 2010.


Note 3 – Subsequent Events

-Stockholders’ Equity

Common Stock


The authorized common stock of the Company consists of 50,000,000 shares with par value of $0.01.  As of March 31, 2011 the Company had 5,021,764 shares of its $0.01 par value common stock issued and outstanding.



11



NOVA NATURAL RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

March 31, 2011


Note 3 -Stockholders’ Equity (continued)


Net Loss Per Common Share


Net loss per common share is computed using the basic and diluted weighted average number of common shares outstanding during the period.  The weighted-average number of common shares outstanding during each period is used to compute basic loss per share.  Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding unless common stock equivalent shares are anti-dilutive.  Dilutive potential common shares are additional common shares that will be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during the three months ended March 31, 2011.  


Note 4 -Income Taxes

Current or deferred U.S. federal income tax provision or benefits have not been provided for any of the periods presented because the company has experienced operating losses since inception. Under ACS 740“Income Taxes,” when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.  The company has provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that they will not earn income sufficient to realize the deferred tax assets during the carry forward period.


The Company has evaluated subsequent eventsnot taken a tax position that, if challenged, would have a material effect on the financial statements for the three month period ended March 31, 2011 or 2010, applicable under ACS 740.  As a result of the adoption of ACS 740, the company did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet.


The component of the Company’s deferred tax asset as of March 31, 2011 and December 31, 2010 is as follows:


 

March 31,  

2011

 

December 31,

2010

Net operating loss carry forward

$

6,553,923

 

$

6,322,688

Valuation allowance

 

(6,553,923)

 

 

(6,322,688)

Net deferred tax asset

$

-

 

$

-


A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows:

 

March 31,

2011

 

December 31,

2010

Tax at statutory rate

$

80,932

 

$

163,544

Valuation allowance

 

(80,932)

 

 

(163,544)

Net deferred tax asset

$

-

 

$

-


The Company did not pay any income taxes during the three months ended March 31, 2011 or 2010.


The net federal operating loss carry forward will expire in 2023.  This carry forward may be limited upon the consummation of a business combination under IRC Section 381.


Note 5 -Related Party Transactions


The Company neither owns nor leases any real or personal property from a related party.  


During the year, an officer or resident agent of the corporation provided office administration services without charging the company.  Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.  


The officers and directors for the Company are involved in other business activities and opportunities that, in the future, may result in potential conflicts of interest between the Company and their other business interest.  The Company has not formulated a policy for the resolution of such conflicts.  



12



NOVA NATURAL RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

March 31, 2011



Note 5 -Related Party Transactions (continued)


The Company has repaid advances from related parties totaling $103,202 during the period to fund operations. The net advances have been converted to notes that are non-interest bearing, due on demand and as such are included in current liabilities. Imputed interest has been considered, but is immaterial to the financial statements as a whole. These notes are convertible to common stock at the option of the holder at rates of $0.01 or $0.02 per share.


Note 6 -Warrants and Options


There were 1,533 stock options previously outstanding that were rescinded during the year ended December 31, 2010.


Note 7 – Convertible Debentures


The Series A convertible debentures were issued on December 1, 2010 for cash consideration. These debentures bear no interest and are convertible into common shares of Nova at the rate of $0.10 per share between June 1, 2011 and their maturity date of December 1, 2012. All convertible debentures still outstanding as at their date of maturity will automatically be converted into common stock at the rate of $0.10 per share.


On March 1, 2011 the Trust issued $48,000 of Series B convertible debentures in satisfaction of liabilities related to services provide to Nova. These debentures bear no interest and are convertible into common shares of Nova at the rate of $0.10 per share between six months after their date of issuance and their maturity date of two years from their date of issuance. All convertible debentures still outstanding as at their date of maturity will automatically be converted into common stock at the rate of $0.10 per share.


On March 30 and 31, 2011 the Trust issued $400,000 of Series C convertible debentures for cash consideration. These debentures bear no interest and are convertible into common shares of Nova at the rate of $0.15 per share between September 30, 2011 and their maturity date of March 31, 2013. All convertible debentures still outstanding as at their date of maturity will automatically be converted into common stock at the rate of $0.15 per share


Note 8 – Commitments and Contingencies


The Company has entered into an operating sub-lease for office space that expires in July 31, 2013. The rental payments are approximately $247,000 in 2011, $269,000 in 2012 and $169,000 in 2013. Total rental payments through the datelife of this filingthe lease are approximately $763,000.


The Company entered into an agreement to lease premises in Bala, Ontario at market terms and determined thereconditions with a company controlled by a director of the Company for the operation of Nova’s second medical facility.



13



NOVA NATURAL RESOURCES CORPORATION

Notes to the Consolidated Financial Statements

March 31, 2011



Note 9 – Convertible Debt


During the year ended December 31, 2010, the Company issued a total of $245,500 USD and $420,559 CAD of convertible notes. During the three months ended March 31, 2011 the Company issued a total of $65,000 USD and $335,000 CDN of convertible notes. The notes are no eventsconvertible at the option of the holder up to disclose.the mandatory conversion date. The Company has adequate common shares in its treasury to cover the conversions if all notes are exercised. There are the following convertible notes issued at the conversion rate indicated.


Note

Amount

Currency

Date

Conversion

Price in USD

Number of Shares

Effect on Dilution

1

$  50,500.00

U.S.

04/1/2010

$                0.01

5,050,000

 

21.93%

2

170,000.00

U.S.

10/1/2010

0.02

8,500,000

 

36.91%

3

10,000.00

CDN

12/1/2010

0.10

100,000

*

0.43%

4

25,000.00

CDN

12/1/2010

0.10

250,000

*

1.09%

5

25,000.00

CDN

12/1/2010

0.10

250,000

*

1.09%

6

25,000.00

CDN

12/1/2010

0.10

250,000

*

1.09%

7

50,000.00

CDN

12/1/2010

0.10

500,000

*

2.17%

8

10,000.00

CDN

12/1/2010

0.10

100,000

*

0.43%

9

10,559.00

CDN

12/1/2010

0.10

105,590

*

0.46%

10

15,000.00

CDN

12/1/2010

0.10

150,000

*

0.65%

11

150,000.00

CDN

12/1/2010

0.10

1,500,000

*

6.51%

12

25,000.00

CDN

12/1/2010

0.10

250,000

*

1.09%

13

25,000.00

CDN

12/1/2010

0.10

250,000

*

1.09%

14

50,000.00

CDN

12/1/2010

0.10

500,000

*

2.17%

15

25,000.00

U.S.

12/1/2010

0.10

250,000

 

1.09%

16

50,000.00

U.S.

03/30/2011

0.15

333,333

 

1.45%

17

15,000.00

U.S.

03/30/2011

0.15

100,000

 

0.43%

18

25,000.00

CDN

03/31/2011

0.15

166,667

*

0.73%

19

30,000.00

CDN

03/31/2011

0.15

200,000

*

0.86%

20

10,000.00

CDN

03/31/2011

0.15

66,667

*

0.29%

21

100,000.00

CDN

03/31/2011

0.15

666,667

*

2.89%

22

10,000.00

CDN

03/31/2011

0.15

66,667

*

0.29%

23

10,000.00

CDN

03/31/2011

0.15

66,667

*

0.29%

24

100,000.00

CDN

03/31/2011

0.15

666,667

*

2.89%

25

50,000.00

CDN

03/31/2011

0.15

333,333

*

1.45%


*Actual number of shares issued if converted will vary depending on the exchange rate at time of conversion.




10


Item 2. Management Discussion and Analysis

Forward Looking Statements


The following Management's Discussion and Analysis ("MD&A) for the three month period ended March 31, 2011 compared with the three month period ended March 31, 2010 provides readers with an overview of the operations of Nova Natural Resources Corporation ("Nova"). The MD&A provides information that the management of Nova believes is important to access and understand the results of operations and the financial condition of the Company.


Our objective is to present readers with a view of Nova through the eyes of management.


This quarterly report contains forward-looking statements. Forward-lookingdiscussion and analysis should be read in conjunction with Nova's financial statements are projectionsand accompanying notes to the financial statements for the here month period ended March 31, 2011.


About Nova Natural Resources Corporation


Nova has been a business in transition since the divesture of events, revenues, income, future economic performance or management's plansthe electronic business. Management has reviewed many business opportunities but has passed on those that did not ensure the company with free and objectivesclear assets and exclusive protection of the opportunity. On March 29, 2010 the companyentered into an agreement with Greenestone Clinic Inc. (“Greenestone”) whereby it would provide consulting services to Nova for our future operations. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negativedevelopment and operation of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risksmedical clinics in the section entitled "Risk Factors"province of Ontario, Canada. The term of the agreement was for one year whereby Greenestone would provide both the medical and business expertise in the initial startup of private clinics. Greenestone will provide the technical assistance to ensure the clinics are in compliance with governmental policy and procedure requirements and the risks set out below, anynecessary detailed operational requirements to operate the clinics. At the time of entering into this agreement, Greenestone had an operational facility with some services Nova plans to offer in its first Ontario facility.


Nova opened its first clinic in the last days of the second quarter of 2010 in North York, Ontario.  During the third quarter of 2010, the operations at the North York Clinic increased its medical services with 146 medical procedures performed. The volume of operations continued to increase during the fourth quarter of 2010, such that 172 medical procedures were performed.


For the first quarter 2011, 437 endoscopy procedures were performed giving rise to gross revenue of $223,788, substantially all of which may cause ourwas earned from the Ontario Health Insurance Plan (“OHIP”). As amounts owing from OHIP are backed by the government of Ontario, we see very little credit risk attributable to revenues billed to or our industry'sowing from OHIP from time to time.


Key components of operating expenses during the quarter ended March 31, 2010, 2010 were as follows:


-payments to doctors performing services: in general, the doctor performing the actual results, levelsmedical procedure will receive 60% of activity, performance or achievementsthe amounts we receive from OHIP as payment for the procedure performed; included in operating expenses for the first quarter 2011 is $129,941 of such amounts owing to doctors


-salaries and wages (primarily) to medical support staff (e.g. nurses, technicians, etc.) in the amount of $40,712


-premises rent of $59,710.82, and

-professional and management fees to third-party executive level service providers (in Canada) of $101,816


During the first quarter the company completed its site inspection by the College of Physicians and Surgeons of Ontario and was given a pass.  This is an intensive review by the College to ensure quality and safety for all patients seen at the clinic. The company agreed to operate a second endoscopy clinic within a Medical center in downtown Toronto.  It is anticipated that this clinic at 807 Broadview Avenue will be operational in the fourth quarter 2011.






During the first quarter Greenestone, a consultant to the Company offered to give up premises in Bala, Ontario previously leased by Greenestone and operated as a private medical resort and also allowed the company to use its name.  The company though a wholly owned subsidiary Greenestone Clinc Muskoka Inc.  (“Greenestone Muskoka”) entered into a new lease with the owner of the Bala, Ontario property to operate a mental health and addiction treatment center at the property.  The owner of the property is company wholly owned by the president of Nova.  The lease is a five year lease with renewal options at the end of the first and second years of the five year term.  The lease is a net lease and the company has a non-disturbance agreement from the mortgage lenders on the property for the whole term. The company has an option to purchase the property at any time during the term of the lease at appraised values.  Greenestone Muskoka purchased all of the assets of the owned by Greenestone that were used for the operation of the Bala property.   The new subsidiary will operate all private medical services provided to clients of the company including private executive medicals, coaching, counciling, and addiction treatment.  The addiction treatment center is expected to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;
- risks related to our international operations and currency exchange fluctuations;
- risks related to product liability claims;
- other risks and uncertainties related to our business plan and business strategy.
This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.
Forward looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflectedoperational in the forward-looking statements are reasonable, we cannot guarantee future results, levelsthird quarter of activity, performance or achievements. Except as required by applicable law, including2011.  Greenestone Muskoka raised $400,000 through the securities lawsissue of convertible notes during the United States, we do not intendfirst quarter to update any offinance the forward-looking statementsasset purchases and the operational shortfalls prior to conform these statements to actual results.
Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.
As used in this annual report, the terms "we", "us", "our", the "Company” mean Texas Sweet Crude Oil Corporation unless otherwise indicated.
opening.   


Management's discussion of anticipated future operations contains predictions and projections which may constitute forward looking statements. The Private Securities Litigation Reform Act of 1995, including provisions contained in Section 21E of the Securities Exchange Act of 1934, provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company's actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. The


Forward-looking Information


This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-K which is not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may", "will", "expect", "believe", "anticipate", "estimate", or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties thatand actual results may affect the operations, performance, development and resultsdiffer materially depending on a variety of factors, many of which are not within the Company's business include, but are not limited to, the following:

11

Description of Business
Nova Natural Resources Corporation (the "Registrant", "Company" or "Nova") was incorporated under Colorado Law on April 1, 1993 and is the surviving company in a merger, effective February 1, 1995, of the Company and Nova Natural Resources Corporation, a Delaware corporation. The merger was effected to change the Company's domicile from Delaware to Colorado and caused no change in the Company's capitalization. The Delaware Corporation was the successor to Nova Petroleum Corporation and Power Resources Corporation, which merged in 1986. Prior to that merger, Nova Petroleum Corporation and Power Resources Corporation operated since 1979 and 1972, respectively.
On May 15, 2010 the company entered into an agreement with Greenestone Clinic Inc., a Private Canadian Corporation, to provide Consulting Services to Nova Natural Resources Corporation for the development and operation of certain Medical Clinics in the province of Ontario, Canada. The term of the agreement is for one year whereby Greenestone will provide both the medical and business expertise in the initial startup of private clinics. Greenestone will provide the technical assistance to insure the clinics are in compliance with governmental policy and procedure requirements and the necessary detailed operational requirements to operate the clinics. Greenestone currently has an operational facility with some services Nova plans to offer in its first Ontario facility which may be viewed at www.greenestone.net.
On May 15, 2010 Nova secured via a wholly owned subsidiary 1816191 Ontario Ltd., a sublease of 8,000 square feet, previously operating as a pain management clinic until July 31, 2013 and secured a loan for the $75,000.00 lease deposit. Nova expects to be operational in the Month of June since it has reached an agreement with the Doctors of Greenstone to provide the initial medical services and procedures for the company while Nova builds its medical staff. Nova will provide various medical services such as, endoscopy, minor cosmetic procedures, and will specialize in executive health assessment programs.
RESULTS OF OPERATIONS
The following is a discussion and analysis of our results of operation for the six-month period ended June 30, 2010, and the factors that could affect our future financial condition. This discussion and analysis should be read in conjunction with our unaudited financial statements and the notes thereto included elsewhere in this quarterly report. Our financial statements are prepared in accordance with United States generally accepted accounting principles. All references to dollar amounts in this section are in United States dollars unless expressly stated otherwise.
Financial Data Summary
  Six months ended June 30, 
  2010  2009 
Revenue $5,964  $0 
Cost of Goods Sold  3,578   0 
Operating Cost  119,860                       9,124 
Net loss $(117,474) $(9,124)
12

Revenue
Our gross revenue for the six-month period ended June 30, 2010, was $5,964, compared to $0 for the same period in fiscal 2009.
Operating Costs and Expenses
The major components of our expenses for the six-month period ended June 30, 2010, and 2009, are outlined in the table below:
  Six months ended June 30 
  2010  2009 
Professional fees $45,172  $  
General and administrative  6,644   9,124 
Wages and Salary  25,126      
other  49,168     
Operating expenses $119,168  $9,124 
control.


The increase in operating expenses was mainly due to the increase of cost related to the startup of the Clinic operations in Canada.
Liquidity and Capital Resources 
 Six months ended June 30 
   2010   2009 
Current assets $180,529  $5,550 
Current liabilities  
(445,581
)  
(179,088
)
Total Liabilities $(470,561) $(179,088)
13

Cash Flows 
 Six months ended June 30 
   2010   2009 
Net cash provided (used) (89,007)  (9,124) 
Cash flows used in investing activities  (82,123)  0 
Cash provided by financing activities  197,766   13,964 
Net increase in cash $26,703  $(4,840) 

Cash Used In Operating Activities
Our cash balance of $32,253 as of June 30, 2010, was an increase of $26,703 over the $5,550 balance at December 31, 2009.
Cash From Investing Activities
Eighty two thousand one hundred twenty three ($82,123)  cash was used by investing activities during the six-month period ended June 30, 2010 as a result of the start up of the clinic facility in Canada.. Due to the "start up" nature of our business, we expect to incur  initial losses as the business expands. To date, our cash flow requirements have been primarily met by equity financings. Management expects to keep operating costs to a minimum until cash is available through financing or operating activities. Management plans to continue to seek other sources of financing on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all. If we are unable to generate sufficient profits or unable to obtain additional funds for our working capital needs, we may need to cease or curtail operations. Furthermore, there is no assurance the net proceeds from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of the Company's operations. For these reasons, our independent registered auditors believe that there is substantial doubt that we will be able to continue as a going concern.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Liquidity and Capital Resources
The Company had $32,253 cash at quarter end June 39, 2010. The company had an accumulated deficit of $5,972,893 compared to an accumulated deficit at December 31, 2009 of $5,855,420.
14

Significant changes in the Company business
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.
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 owns 50% of the former cosmetics arm of Torita Group, though this business line has not played a significant role in the Company's operations. The Company wrote off its equity investment of $15,107 in the cosmetics company in the fou rth quarter of the fiscal year, since it is uncertain whether this investment will be recoverable.
On 17 June 2004 Nova entered into an agreement to purchase the assets of two Gas Stations located in Anyang City, Henan Province, China from Great Frame International Enterprise Limited, a Hong Kong Company. The stations were equipped with LPG refilling equipment. The stations along with a recently acquired LPG conversion technology would allow Nova to continue the conversion of additional vehicles within the Anyang market and expand into other markets within the region. The stations had the capacity to generate in excess of two million dollars in combined fuel alternatives, but the primary focus was to convert and service LPG vehicles. This was due to higher gross margins and the positive environmental impact. Nova intended to issue 600,000 shares of common stock at an agreed price of $2.00 per share, for a total purchase price of $1, 200,000. The majority owner and President/Director of Great Frame International Enterprise Limited was Wang Li; Ms Li was also a director of Nova. Upon the completion of the proposed agreement Wang Li would have become the largest shareholder of NOVA with approximately 45% of the issued and outstanding shares. This acquisition was designed to prove the LPG conversion technology was a benefit for both Nova and the Chinese market. The average cost to convert a taxi from gas to LPG was approximately $420 and the conversion cost for a bus was approximately 25% higher. It was estimated that the average taxi would drive 450KM per day with a monthly fuel saving of $73.00, creating a pay back for the driver in six months. The pay back for a bus was approximately one and a half years, but combined with the positive environmental results the local governments were eager to convert. The company expected the primary growth revenue generator would be the refilling of the LPG vehicles; the current gross margin was signifi cantly higher than that of the non converted petrol vehicles. Given the increasing vehicles entering the Chinese market and vast number of vehicles that could benefit from the conversion the company worked for over one year to try and bring this deal to a successful close. The company engaged several outside parties in both the US and China to develop a successful structure for the transaction whereby Nova would have full rights privileges and true ownership of the assets identified in the deal. Although representatives of Nova visited the sites of these assets, the deal was complicated by a transfer of the state assets to the Hong Kong Company. This transfer could not be assured was acceptable under Chinese Law, making the deal risky on the representations made by Great Frame International and since Wang Li was a director of both companies Nova consulted with additional resources. The company evaluated several alternatives in restructuring the deal, but in meeting with Chinese Accountants and Legal Advisors , it was determined that the transaction could not be structured in a manner initially negotiated. This information was communicated in an 8K filing and press release by the current management.
On 1 July 2005 Nova rescinded the agreement entered into on June 17, 2004 to purchase the assets of two Gas Stations located in Anyang City, Henan Province, China. The agreement previously entered into with Great Frame International Enterprise Limited, a Hong Kong Company, provided that Great Frame would provide written evidence that the agreement was in compliance with Chinese Laws and procedures and that the assets described in the agreement were not encumbered in any manner. Failing to comply with this requirement the company cancelled the agreement. Additionally, Mr. Chris Tse President & CEO and Chairman of the Board, accepted the resignation of Wang Li and Yin Yanbo as directors of the company and decided to serve as sole officer and director of the company until such time as qualified replacements could be selected. This inf ormation was communicated in the form of an 8K filing by the current management.
15

On March 15, 2007 the shareholders of Nova Natural Resources Corp., by majority consent accepted the resignation of the sole Director and Officer of the Company Mr. Chris Tse, appointed Mr. David Putnam as the President & CEO and Chief Financial Officer of the Company, and appointed Mr. Nick Laroche as a Company Director. Mr. Putnam currently resides in Toronto, Ontario; therefore the Company executive offices are in the process of being relocated to Toronto, Ontario. This action was taken by the Shareholders of the Corporation by a vote, or concurrence of the majority of the outstanding shares. This action was approved in excess of the two third majority as required by Colorado Law and the Company Articles of Incorporation.
On March 31, 2007 the newly appointed Board of Directors approved the appointment of Mr. Putnam as the Company President & CEO and the majority consent in reference to the appointment of the new Directors, Mr. Putnam and Mr. Laroche. The New Board of Directors approved the issuance of 2,500,000 shares of rule144 restricted common stock for each of it new Directors. The Board of directors authorized the President to proceed with the acquisition of the Lotta Minutes Prepaid Calling Card transaction after reviewing the Executive Summary. The Board authorized the President to proceed with securing the rights and privileges in an asset acquisition structure whereby Nova Natural Resources would acquire 100% of said rights and privileges. The President was authorized to issue up to ten million (10,000,000) shares of Nova Natural Reso urces Rule 144 Restricted Common Shares and up to $500,000.00 (with the condition the funds would be paid based upon a future funding or once the company has adequate working capital) to secure rights.
On April 15, 2007 the Board approved the Lotta Minutes Pre-Paid Calling Card transaction and authorized the President to issue ten million (10,000,000) shares of Nova Natural Resources Rule 144 Restricted Common Stock to Glen Simon for 100% of 2133185 Ontario Inc., for all rights and privileges concerning the Lotta Minutes deal as defined in the Lotta Minutes Executive Summary and documentation.
On April 30, 2007 the Board approved the consulting contracts with two outside consultants to assist the company in its new venture. The consultants, Mr. Aluwahlia and Mr. Wendlegoed will each receive 2,500,000 shares of rule 144 Restricted Common Stock at .01 for said services.
On October 1, 2007 the Company cancelled the Lotta Minutes deal for non performance of the acquisition agreement terms, ten million (10,000,000) shares were authorized to be issued in conjunction with the closing of the deal, the shares were never issued and the board of directors cancelled the authorization to issue said shares and the five million (5,000,000) shares for the consultants associated with the Lotta Minutes Deal.
On June 20, 2008 the Board of Directors cancelled the authorization for the issuance of five million (5,000,000) shares to Mr. Laroche and Mr. Putnam which were authorized March 31, 2007, but were never issued. The Board of Directors initially approved the issuance of 2,500,000 shares of rule144 restricted common stock for each Director. The Board felt the shares were not warranted. The Board approved the issuance of one million (1,000,000) shares of rule 144 restricted common stock for Mr. Doss the current President and CEO for services to the company since Mr. Doss has served without salary since the October 1, 2007 appointment.
On July 1, 2008 the Board of Directors approved the conversion of a Convertible Note Payable in the amount of 19,000.00 to convert at .02 per share for the issuance of nine hundred fifty thousand shares (950,000) of rule-144 restricted common stock.
On June 16, 2009, the Company announced a definitive agreement to accept a Private Placement Investment by HS Financial Management Group in an all-for-current asset transaction valued at approximately C$1Million. This transaction will make HS Financial Management Group the largest shareholder of Nova Natural Resources and will place HS Financial Management as the controlling group of the company.
On July 30, 2009 the Company cancelled the agreement under a provision that said Private Placement was subject to acquiring the control block of common stock from the current majority shareholders that was agreed to take place within 30 days for the agreement. HC Financial Management was unable to complete this part of the agreement so the agreement was terminated and the parties notified.
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On May 15, 2010 the company entered into an agreement with Greenestone Clinic Inc., a Private Canadian Corporation, to provide Consulting Services to Nova Natural Resources Corporation for the development and operation of certain Medical Clinics in the province of Ontario, Canada. The term of the agreement is for one year whereby Greenestone will provide both the medical and business expertise in the initial startup of private clinics. Greenestone will provide the technical assistance to insure the clinics are in compliance with governmental policy and procedure requirements and the necessary detailed operational requirements to operate the clinics. Greenestone currently has an operational facility with some services Nova plans to offer in its firs t Ontario facility which may be viewed at www.greenestone.net.
On May 15, 2010 Nova secured via a wholly owned subsidiary 1816191 Ontario Ltd., a sublease of 8,000 square feet, previously operating as a pain management clinic until July 31, 2013 and secured a loan for the $75,000.00 lease deposit. Nova expects to be operational in the Month of June since it has reached an agreement with the Doctors of Greenstone to provide the initial medical services and procedures for the company while Nova builds its medical staff. Nova will provide various medical services such as, endoscopy, minor cosmetic procedures, and will specialize in executive health assessment programs.
On May 25, 2010, Mr. Wayne A. Doss, Director of the company placed the name of Dr. Luke Fazio MD CM FRCSC, forward for nomination to the Board of Directors of the company. The Board of Directors unanimously resolved that Dr. Luke Fazio MD CM FRCSC be elected to the Board of Directors of Nova Natural Resources Corporation and serve for one year unless reelected for a longer term. Dr. Luke Fazio, 34, completed his medical school training at McGill University in Montreal in 1999. He performed his training in Urology at the University of Western Ontario and became a fellow of the Royal College of Surgeons of Canada in 2004. Dr. Fazio went on to a fellowship in endourology and minimally-invasive surgery at St. Michael's Hospital in Toro nto in association with the University of Toronto. Dr. Fazio has been on staff as an attending urologist at Kingston General Hospital in association with Queen's University. Dr. Fazio is currently on staff at Humber River Hospital in Toronto practicing general urology with a special interest in the management of urinary stones and minimally-invasive surgery. Dr. Fazio also serves as a member of the medical team at Greenestone Clinic in Muskoka, Ontario, Canada.
On May 25, 2010, Mr. Nick Laroche, Director of Nova Natural Resources Corporation resigned and the Board of Directors accepted the resignation. Mr. Laroche decided to focus on his business interest and relocated to The Peoples Republic of China to join his new wife.
Change in Control
On March 16, 2003 the board of directors accepted the resignation of Mr. Edward Chan as the President and CEO and appointed my Chris Tse to the position of President and CEO.
On September 30, 2003 pursuant to majority shareholder consent and affirmed by 199,873,886 votes constituting 71.5% of the 279,551,551 shares issued and outstanding as of June 28th 2003, the majority shareholders voted and approved the appointment of Mr. Chris Tse as the Company President and Chief Executive officer and the appointment to the Board of Directors. Mr. Edward Chan was terminated as the President and Chief Executive Officer and removed from the board of directors. This action was in response to the failure of Mr. Chan to place into writing his verbal resignation as the President and from the Board of Directors. This information was communicated in an 8K filing and press release by the current management.
On March 15, 2007 the shareholders of Nova Natural Resources Corp., by majority consent accepted the resignation of the sole Director and Officer of the Company Mr. Chris Tse, appointed Mr. David Putnam as the President & CEO and Chief Financial Officer of the Company, appointed Mr. Putnam to serve as a Director of the Company, and appointed Mr. Nick Laroche as a Company Director. This action was taken by the Shareholders of the Corporation by a vote, or concurrence of the majority of the outstanding shares. This action was approved in excess of the two third majority as required by Colorado Law and the Company Articles of Incorporation.
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On March 31, 2007 the newly appointed Board of Directors approved the appointment of Mr. Putnam as the Company President & CEO and the majority consent in reference to the appointment of the new Directors, Mr. Putnam and Mr. Laroche. The New Board of Directors approved the issuance of 2,500,000 shares of rule 144 restricted common stock for each of it new Directors. The Board of directors authorized the President to proceed with the acquisition of the Lotta Minutes Prepaid Calling Card transaction after reviewing the Executive Summary. The Board authorized the President to proceed with securing the rights and privileges in an asset acquisition structure whereby Nova Natural Resources would acquire 100% of said rights and privileges. The President was authorized to issue up to ten million (10,000,000) shares of Nova Natural Res ources Rule 144 Restricted Common Shares and up to $500,000.00 (with the condition the funds woul be paid based upon a future funding or once the company has adequate working capital) to secure rights. 
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. But currently No Preferred Stock has been issued. Holders of the 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 current plan to pay dividends.
Common Stock

On 13 August 2003 the shareholders of Nova Natural Resources Corp., by majority consent authorized the Board of Directors to institute a 1 for 3000 reverse stock split with no fractional shares to be issued. Nova, a Colorado Corporation required two thirds majority for such action. The majority consent was approved by two hundred two million one hundred sixth four thousand (202,164,000) votes and constituted an approval in excess of the two thirds required. The board approved the reverse and set the effective date for August 22, 2003. Further, the shareholders authorized the Board of Directors to increase the common stock authorized and issued to 50,000,000 shares following the implementation of the reverse. The majority shareholder consent also gave the Board the authorization to negotiate the terms and conditions to sale the ass ets back to Torita.
Currently there are 5,021,764 common shares outstanding. There are no shares of the Company's convertible preferred stock outstanding. 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.

Market for Common Equity and Related Shareholder matters

The Company's Common Stock is quoted on the OTC Bulletin Board under the symbol "NVNJ" at March 31, 2010 with no trading activity. The number of record holders of the Company's Common Stock as of June 30 2010 was approximately 100.
As of June 30, 2010 1,553 option shares were outstanding under the Company's employee stock option plan.
On 13 August 2003 the shareholders of Nova Natural Resources Corp., by majority consent authorized the Board of Directors to institute a 1 for 3000 reverse stock split with no fractional shares to be issued. Nova, a Colorado Corporation required two thirds majority for such action. The majority consent was approved by two hundred two million one hundred sixth four thousand (202,164,000) votes and constituted an approval in excess of the two thirds required. The board approved the reverse and set the effective date for August 22, 2003. Further, the shareholders authorized the Board of Directors to increase the common stock authorized and issued to 50,000,000 shares following the implementation of the reverse.

During the month of August 2010 the Company has provided the information for the 15C211 application to seek support and approval to return to active trading within the near future.

The Company has not paid any dividends on its Common Stock and does not expect to do so in the foreseeable future. The Company intends to employ its cash flow and earnings, if any, for working capital needs. 

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On October 1, 2007 the Board accepted the resignation of Mr. David Putnam, the President  & CEO, additionally Mr. Putnam resigned from the Board of Directors. The Board accepted the appointed of Mr. Wayne A. Doss to serve as the President and CEO and Director replacing Mr. Putnam. Mr. Doss has been a consultant and business advisor for the company since 2001.
On June 20, 2008 the Board of Directors cancelled the authorization for the issuance of five million (5,000,000) shares to Mr. Laroche and Mr. Putnam which were authorized March 31, 2007, but were never issued. The Board of Directors initially approved the issuance of 2,500,000 shares of rule144 restricted common stock for each Director. The Board felt the shares were not warranted. The Board approved the issuance of one million (1,000,000) shares of rule 144 restricted common stock for Mr. Doss the current President and CEO for services to the company since Mr. Doss has served without salary since the October 1, 2007 appointment.
On July 1, 2008 the Board of Directors approved the conversion of a Convertible Note Payable in the amount of 19,000.00 to convert at .02 per share for the issuance of nine hundred fifty thousand shares (950,000) of rule-144 restricted common stock.

Item 33.  Quantitative and Qualitative Disclosure AboutDisclosures about Market Risk


Not Applicable.

applicable because we are a smaller reporting company.


Item 4T.4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures
 We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the "Evaluation"), under the supervision and with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our d isclosure controls and procedures ("Disclosure Controls") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our President has concluded that the Company's disclosure controls and procedures were not effective because of the identification of a material weakness in the lack of disclosure of our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures was omitted from our initial filing. We have reviewed the reporting requirements and developed an internal control worksheet to insure that disclosure of all the required information is included in future company regulatory filings.
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I


Limitations on the Effectiveness of Controls
Our President and CEO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Add itionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Management's Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). The Company's internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Changes in Internal Controls
We have also evaluated our internal controls for financial reporting, and there have been no changes in our internal controls that have materially affected, or are reasonably likely to material affect, the internal control over financial reporting or in other factors that could affect those controls subsequent to the date of their last evaluation.
America


Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial stateme nts. statements.






Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management made an internal assessment of the effectiveness of our internal control over financial reporting as of June 30, 2010. In making this assessment, it used the experience of the President and CEO. Based on this evaluation, our management concluded that the internal control is ineffective since there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
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The material weakness relates to Our management made an internal assessment of the lackeffectiveness of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by the President and CEO with no oversight by another internal professional with accounting expertise. Our President does possess accounting expertise but our company does not have an audit committee. This weakness is due to the company's lack of working capital to hire additional staff. To remedy this material weakness, we intend to raise additional capital to engage another internal accountant to assist with financial reporting as soon as our finances will allow. In the interim we plan to develop additional review by our outside Director.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rulesreporting as of 3/31/2011. In making this assessment, it used the experience of the SecuritiesPresident and Exchange CommissionCEO. Based on this evaluation, our management concluded that permit us to provide only management's report in this annual report.
the internal control is effective.


Part 2. OTHER INFORMATION


Item 1. Legal Proceedings


The Company knowssubsidiary 1816191 Ontario Inc. received notice during the first quarter that an individual that suffered a perforated colon during a colonoscopy procedure intended to litigate against the 1816191 Ontario Inc. and the Doctor that performed the Procedure.  The insurer for the doctor and the company were notified and there is no claim filed during the quarter or subsequent to the quarter end.  


Item 2. Unregistered Sales of no legal proceedings contemplated or threatened against it. The Company is not currently subjectEquity Securities and Use of Proceeds


None


Item 3. Defaults upon Senior Securities


None


Item 4. Submission of Matters to any pending administrative or judicial enforcement proceedings arising under environmental laws or regulations.

a Vote of Securities Holders


Not applicable


Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

5. Other Matters


None.

Item 3 DEFAULTS UPON SENIOR SECURITIES

None.

Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

Not applicable.

Item 5 OTHER INFORMATION
applicable


Not applicable.
Item

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.Exhibits .


Exhibit
No.
Description

Exhibit No.

Description

Exhibit 31.1

Certificate

Section 302 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302CEO/CFO

Exhibit 32.1

Certification of the Sarbanes-Oxley Act of 2002.

32.1CertificationCEO/CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2003








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Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




NOVA NATURAL RESOURCES CORP.
Registrant


DATE: July 25, 2011

By:/s/ Shawn Leon       

Shawn Leon

President & CEO



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NOVA NATURAL RESOURCES CORP.
(Registrant)
DATE: August 13, 2010
By:/s/ Wayne Doss
Wayne Doss
President & CEO and CFO
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