UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedFebruary 29, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
COMMISSION FILE NUMBER000-52668
NOVA MINING CORPORATION
(Exact name of registrant as specified in its charter)
| NEVADA | None |
| State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.) |
| 1189 Howe Street, Suite 1504 | |
| Vancouver, British Columbia, Canada | V6Z 2X4 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code(604) 542-9458
Securities registered pursuant to Section 12(b) of the Act:NONE.
Securities registered pursuant to Section 12(g) of the Act:Common Stock, $0.00001 Par Value Per Share.Indicate by check mark if the registrant is a well-known seasoned issuer as defined by Rule 405 of the Securities Act. Yes [ ]No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. `See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting company [ X ] |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes [X]No [ ]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:$100,000, based on a price of $0.10, being the price at which the registrant last sold shares of its common stock.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.As of June 4, 2008, theregistrant had 6,000,000 shares of common stock outstanding.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 29, 2008, which the Registrant previously filed with the Securities and Exchange Commission on June 13, 2008 (the “Original Filing”). The Registrant is filing this Amendment because management became aware of certain deficiencies contained within the Original Filing. Item 8 –Financial Statements and Supplementary Data has been amended as follows: our auditors have amended their Report of Independent Registered Public Accounting Firm to clarify the periods that have been audited in the opinion paragraph. Item 9A(T) – Controls and Procedures has been amended as follows: we have amended our disclosure to provide an evaluation date for the effectiveness of the design and operation of our disclosure controls and procedures, a conclusion on the effectiveness of our internal controls over financial reporting as of February 29, 2008 and we have also amended our disclosure on our changes to our internal controls over financial reporting. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment and apply to this filing and the Original Filing, as amended. Except as set forth below, the Original Filing has not been amended, updated or otherwise modified. Other events occurring after the filing of the Form 10-K or other disclosures necessary to reflect subsequent events have been addressed in our reports filed with the Securities and Exchange Commission subsequent to the filing of the Form 10-K.
| 1. | The following replaces the section entitled “Item 8. Financial Statements and Supplementary Data”: |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
| 1. | Report of Independent Registered Public Accounting Firm (Malone & Bailey, P.C.); | |
| 2. | Balance Sheets as at February 29, 2008 and February 28, 2007; | |
| 3. | Statements of Expenses for the years ended February 29, 2008, February 28, 2007, and for the period from inception on December 29, 2005 to February 29, 2008; | |
| 4. | Statements of Cash Flows for the years ended February 29, 2008, February 28, 2007, and for the period from inception on December 29, 2005 to February 29, 2008; | |
| 5. | Statement of Stockholders’ Equity for the period from inception on December 29, 2005 to February 29, 2008; and | |
| 6. | Notes to Financial Statements. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Nova Mining Corporation
(An Exploration Stage Company)
Vancouver BC Canada
We have audited the accompanying balance sheets of Nova Mining Corporation as of February 29, 2008 and February 28, 2007, and the related statements of expenses, cash flows and changes in stockholders’ equity for the years then ended and the period from December 29, 2005 (inception) through February 29, 2008. These financial statements are the responsibility of Nova’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nova, as of February 29, 2008 and February 28, 2007, and the results of its operations and its cash flows for the years then ended and the period from December 29, 2005 (inception) through February 29, 2008 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Nova will continue as a going concern. As discussed in Note 2 to the financial statements, Nova has suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
MALONE & BAILEY, PC
Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas
June 10, 2008
| Nova Mining Corporation |
| (An Exploration Stage Company) |
| Balance Sheets |
| February 29, | February 28, | |||||
| 2008 | 2007 | |||||
| ASSETS | ||||||
| Current Assets | ||||||
| Cash | $ | 20,326 | $ | 58,730 | ||
| Prepaid expenses | 5,000 | 5,000 | ||||
| Total Assets | $ | 25,326 | $ | 63,730 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| Current Liabilities | ||||||
| Accounts payable | $ | 945 | $ | 433 | ||
| Accrued liabilities | 8,925 | - | ||||
| Total Liabilities | 9,870 | $ | 433 | |||
| Stockholders’ Equity | ||||||
| Common Stock, 100,000,000 shares authorized, $0.00001 par value | ||||||
| 6,000,000 shares issued and outstanding | 60 | 60 | ||||
| Additional Paid-in Capital | 119,490 | 110,490 | ||||
| Deficit accumulated during the exploration stage | (104,094 | ) | (47,253 | ) | ||
| Total Stockholders’ Equity | 15,456 | 63,297 | ||||
| Total Liabilities and Stockholders’ Equity | $ | 25,326 | $ | 63,730 |
See the accompanying summary of accounting policies and notes to the financial statements.
F–2
| Nova Mining Corporation |
| (An Exploration Stage Company) |
| Statements of Expenses |
| Accumulated | |||||||||
| from | |||||||||
| December 29, | |||||||||
| 2005 | |||||||||
| (Date of | |||||||||
| Year Ended | Year Ended | Inception) to | |||||||
| February 29, | February 28, | February 29, | |||||||
| 2008 | 2007 | 2008 | |||||||
| Expenses | |||||||||
| General and administrative | $ | 47,479 | $ | 27,165 | $ | 91,659 | |||
| Impairment of Mining property costs | 5,000 | 573 | 8,073 | ||||||
| Mining Expenses | 4,362 | 4,362 | |||||||
| Net Loss | $ | (56,841 | ) | $ | (27,738 | ) | $ | (104,094 | ) |
| Net Loss Per Share – Basic and Diluted | $ | (0.01 | ) | $ | (0.01 | ) | n/a | ||
| Weighted Average Shares Outstanding – Basic | |||||||||
| and Diluted | 6,000,000 | 5,263,014 | n/a |
See the accompanying summary of accounting policies and notes to the financial statements.
F–3
| Nova Mining Corporation |
| (An Exploration Stage Company) |
| Statements of Cash Flows |
| Accumulated | |||||||||
| from | |||||||||
| December 29, | |||||||||
| 2005 | |||||||||
| (Date of | |||||||||
| Year Ended | Year Ended | Inception) to | |||||||
| February 29, | February 28, | February 29, | |||||||
| 2008 | 2007 | 2008 | |||||||
| Cash Flows From Operating Activities | |||||||||
| Net loss | $ | (56,841 | ) | $ | (27,738 | ) | $ | (104,094 | ) |
| Adjustments to reconcile net loss to net cash | |||||||||
| used in operating activities | |||||||||
| Stock issued for general and administrative | |||||||||
| expenses | - | - | 50 | ||||||
| Donated consulting services and expenses | 9,000 | 9,000 | 19,500 | ||||||
| Changes in operating assets and liabilities | |||||||||
| Increase in prepaid expenses | - | (5,000 | ) | (5,000 | ) | ||||
| Increase (decrease) in accounts payable | 512 | (5,082 | ) | 945 | |||||
| Increase in accrued liabilities | 8,925 | 8,925 | |||||||
| Net Cash Used in Operating Activities | (38,404 | ) | (28,820 | ) | (79,674 | ) | |||
| Cash Flows From Financing Activities | |||||||||
| Decrease in due to related parties | - | (12,450 | ) | - | |||||
| Proceeds from sale of common stock | - | 100,000 | 100,000 | ||||||
| Net Cash Provided by Financing Activities | - | 87,550 | 100,000 | ||||||
| Net change in Cash | (38,404 | ) | 58,730 | 20,326 | |||||
| Cash – Beginning of Period | 58,730 | - | - | ||||||
| Cash – End of Period | $ | 20,326 | $ | 58,730 | $ | 20,326 | |||
| Supplemental Disclosures: | |||||||||
| Interest paid | $ | - | $ | – | $ | – | |||
| Income taxes paid | - | – | – |
See the accompanying summary of accounting policies and notes to the financial statements.
F–4
| Nova Mining Corporation |
| (An Exploration Stage Company) |
| Statement of Stockholders’ Equity |
| Period from December 29, 2005 (Date of Inception) to February 29, 2008 |
| Deficit | |||||||||||||||
| Accumulated | |||||||||||||||
| Additional | During the | ||||||||||||||
| Common Stock | Paid-In | Development | |||||||||||||
| Shares | Amount | Capital | Stage | Total | |||||||||||
| Founders shares issued for cash | 5,000,000 | $ | 50 | $ | – | $ | – | $ | 50 | ||||||
| Donated services and expenses | – | – | 1,500 | – | 1,500 | ||||||||||
| Net loss for the period | – | – | – | (19,515 | ) | (19,515 | ) | ||||||||
| Balance – February 28, 2006 | 5,000,000 | 50 | 1,500 | (19,515 | ) | (17,965 | ) | ||||||||
| Issuance of common stock for cash | |||||||||||||||
| at $0.10 per share | 1,000,000 | 10 | 99,990 | – | 100,000 | ||||||||||
| Donated services and expenses | – | – | 9,000 | – | 9,000 | ||||||||||
| Net loss for the year | – | – | – | (27,738 | ) | (27,738 | ) | ||||||||
| Balance – February 28, 2007 | 6,000,000 | 60 | 110,490 | (47,253 | ) | 63,297 | |||||||||
| Donated services and expenses | – | – | 9,000 | – | 9,000 | ||||||||||
| Net loss for the year | – | – | – | (56,841 | ) | (56,841 | ) | ||||||||
| Balance – February 29, 2008 | 6,000,000 | $ | 60 | $ | 119,490 | $ | (104,094 | ) | $ | 15,456 | |||||
See the accompanying summary of accounting policies and notes to the financial statements.
F–5
| Nova Mining Corporation |
| (An Exploration State Company) |
| Notes to the Financial Statements |
| February 29, 2008 |
| 1. | Nature of Operations and Summary of Significant Accounting Policies | |
The Company was incorporated in the State of Nevada on December 29, 2005. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting for Development Stage Enterprises”. The Company’s principal business is the acquisition and exploration of mineral resources. | ||
| a) | Use of Estimates | |
The preparation of financial statements in conformity with U.S. 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. | ||
| b) | Basic and Diluted Net Income (Loss) Per Share | |
The Company computes net income (loss) per share in accordance with FASB Statement of Financial Accounting Standards (“SFAS”) No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Basic and diluted EPS are the same in fiscal 2008 and 2007 due to no common stock equivalents. | ||
| c) | Cash and Cash Equivalents | |
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. Cash consists of cash on deposit with a high quality major financial institution and to date, has not experienced any losses on any of its balances. | ||
| d) | Mineral Property Costs | |
The Company has been in the exploration stage since its inception on December 29, 2005 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. | ||
| e) | Financial Instruments | |
Financial instruments, which include cash, accrued liabilities and due to related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. | ||
| f) | Income Taxes | |
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried | ||
F-6
forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
| 2. | Going Concern | |
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. At February 29, 2008, the Company has accumulated losses since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | ||
| 3. | Mineral Properties | |
On February 1, 2006 the Company obtained the right to explore a mineral property located in British Columbia, Canada, in consideration for $2,500. The claims are registered in the name of the President of the Company, who has executed a trust agreement whereby the President agreed to hold the claims in trust on behalf of the Company. The cost of the mineral property was initially capitalized. . At November 2, 2006, interest in the mineral claim expired. A six-month claim extension was purchased, in consideration for $573. For the year ended February 29, 2008, the Company recognized an impairment loss of $5,000 as it determined there are no proven or probable reserves on the property. | ||
| 4. | Related Party Balances/Transactions | |
| a) | During the years ended February 29, 2008 and 2007 the Company recognized a total of $6,000 and $6,000, respectively for donated services at $500 per month and $3,000 and $3,000, respectively for donated rent at $250 per month provided by the President and Director of the Company. These transactions are recorded at the exchange amount which is the amount agreed to by the transacting parties. | |
| b) | On February 1, 2006, the Company entered into a trust agreement with the President of the Company. Refer to Note 3. | |
| 5. | Common Stock | |
| (a) | On December 31, 2005, the Company issued 5,000,000 shares of common stock to the President of the Company at $0.00001 per (a) share for cash proceeds of $50. | |
(b) | On November 24, 2006, the Company issued 1,000,000 shares of common stock at $0.10 per share for cash proceeds of $100,000. | |
F-7
| 6. | Income Taxes |
Nova uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The Company has net operating losses of $95,505 which commence expiring in 2026. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely-than-not it will utilize the net operating losses carried forward in future years. | |
The components of the net deferred tax asset at February 29, 2008 and 2007and the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are scheduled below: |
| February 29, | February 28, | ||||||
| 2008 | 2007 | ||||||
| Net Operating Loss | $ | 104,094 | $ | 47,253 | |||
| Carryforwards | |||||||
| Statutory Tax Rate | 35% | 35% | |||||
| Effective Tax Rate | – | – | |||||
| Deferred Tax Asset | 36,433 | 16,539 | |||||
| Valuation Allowance | (36,433 | ) | (16,539 | ) | |||
| Net Deferred Tax Asset | $ | – | $ | – |
| 7. | Subsequent Events |
On April 7, 2008 and April 30, 2008, Nova Mining Corporation borrowed $50,000 (CAD) at each date from the majority shareholder. The loans are due on demand, unsecured and bear no interest. | |
On April 29, 2008, Nova Mining Corporation loaned Salish Park Holdings Ltd. $50,000 (CAD). Under the terms of the Loan Agreement, Salish has agreed to pay interest to the Company at a rate of 10% per annum, and to repay the loan on or before April 28, 2009. |
F-8
| 2. | The following replaces the section entitled “Item 9A(T). Controls and Procedures”: |
ITEM 9A(T). CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of February 29, 2008 (the “Evaluation Date”). Based upon the evaluation of our disclosure controls and procedures as of the Evaluation Date, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.
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). Our 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.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) 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 our receipts and expenditures of are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial 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 assessed the effectiveness of our internal control over financial reporting as of February 29, 2008. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting and Management has concluded that the Company’s internal controls over financial reporting are ineffective as of February 29, 2008. 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 our annual or interim financial statements will not be prevented or detected on a timely basis.
The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our Chief Executive Officer and Chief Financial Officer does not possess accounting expertise and we do not have a separately designated audit committee. This weakness is due to our lack of excess working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.
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 rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the fourth quarter of our fiscal year ended February 29, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, 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. Additionally, 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.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NOVA MINING CORPORATION | ||
| By: | /s/ Andriy Volianuk | |
| Andriy Volianuk | ||
| Chief Executive Officer, Chief Financial Officer , | ||
| President, Secretary, Treasurer | ||
| (Principal Executive Officer and Principal Accounting Officer) | ||
| Date: | March 18, 2009 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Andriy Volianuk | |
| Andriy Volianuk | ||
| Chief Executive Officer, Chief Financial Officer , | ||
| President, Secretary, Treasurer | ||
| Director | ||
| (Principal Executive Officer and Principal Accounting Officer) | ||
| Date: | March 18, 2009 |
