UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended February 28, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from _______________ to _______________

COMMISSION FILE NUMBER 000-52668

NOVA MINING CORPORATION
(Exact name of registrant as specified in its charter)

NEVADA 98-0491170
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

Zivova 26, Suite #8
Ternopil, Ukraine 282001
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code 01138-035-520-416

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 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 11, 2008, the
registrant had 6,000,000 shares of common stock outstanding.

NOVA MINING CORPORATION

ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED FEBRUARY 28, 2009

TABLE OF CONTENTS

Page No.
--------

PART I

Item 1. Business 3
Item 1A. Risk Factors 4
Item 2. Properties 5
Item 3. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Securities Holders 10

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 10
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation 11
Item 8. Financial Statements 13
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 22
Item 9A(T). Controls and Procedures 22
Item 9B. Other Information 24

PART III

Item 10. Directors and Executive Officers 24
Item 11. Executive Compensation 25
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 26
Item 13. Certain Relationships and Related Transactions 27
Item 14. Principal Accounting Fees and Services 28

PART IV

Item 15. Exhibits 29

Signatures 29

PART I

THE INFORMATION IN THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS. THESE
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, INCLUDING STATEMENTS
REGARDING THE COMPANY'S CAPITAL NEEDS, BUSINESS STRATEGY AND EXPECTATIONS. ANY
STATEMENTS CONTAINED HEREIN THAT ARE NOT STATEMENTS OF HISTORICAL FACTS MAY BE
DEEMED TO BE FORWARD-LOOKING STATEMENTS. IN SOME CASES, YOU CAN IDENTIFY
FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS "MAY", "WILL", "SHOULD",
"EXPECT", "PLAN", "INTEND", "ANTICIPATE", "BELIEVE", "ESTIMATE", "PREDICT",
"POTENTIAL" OR "CONTINUE", THE NEGATIVE OF SUCH TERMS OR OTHER COMPARABLE
TERMINOLOGY. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN EVALUATING THESE
STATEMENTS, YOU SHOULD CONSIDER VARIOUS FACTORS, INCLUDING THE RISKS DESCRIBED
BELOW, AND, FROM TIME TO TIME, IN OTHER REPORTS THE COMPANY FILES WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). THESE FACTORS MAY
CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FORWARD-LOOKING
STATEMENT. THE COMPANY DISCLAIMS ANY OBLIGATION TO PUBLICLY UPDATE THESE
STATEMENTS, OR DISCLOSE ANY DIFFERENCE BETWEEN ITS ACTUAL RESULTS AND THOSE
REFLECTED IN THESE STATEMENTS.

As used in this Annual Report, the terms "we," "us," "our," "Nova," and the
"Company" mean Nova Mining Corporation unless otherwise indicated. All dollar
amounts in this Annual Report are expressed in U.S. dollars, unless otherwise
indicated.

ITEM 1. BUSINESS.

OVERVIEW

We were incorporated on December 29, 2005 under the laws of the State of Nevada.

Until recently, we were engaged in the exploration of our mineral property,
called the "Columbia VI Claim", located in the Province of British Columbia,
Canada. During our fiscal year 2008, we completed Phase IA of our exploration
program on the Columbia VI Claim, which included the placement of a control grid
and the collection and analysis of soil and rock samples from the property. In
our consulting geologists report on Phase IA, he recommended that we not proceed
with any further exploration work on the Columbia VI Claim as the results of the
soil and rock samples indicated minimal mineralization on the property. Based on
the recommendations of our consulting geologist, we have decided to abandon our
exploration program on the Columbia VI Claim and are currently evaluating
alternative business opportunities.

GOVERNMENT REGULATION OF MINERAL EXPLORATION ACTIVITIES

The main agency that governs the exploration of minerals in the Province of
British Columbia is the British Columbia Ministry of Energy, Mines and Petroleum
Resources (the "Ministry of Mines").

The Ministry of Mines manages the development of British Columbia's mineral
resources, and implements policies and programs respecting their development
while protecting the environment. In addition, the Ministry of Mines regulates
and inspects the exploration and mineral production industries in British
Columbia to protect workers, the public and the environment.

The material legislation applicable to mineral exploration activities in the
Province of British Columbia are the British Columbia Mineral Tenure Act and the
British Columbia Mines Act. If we undertake any mineral exploration activities
in the Province of British Columbia, we will be required to comply with the
requirements of those statutes and the regulations relating to those statutes.

COMPETITION

We are currently a mineral exploration company; however, we have decided to
abandon our exploration program for our only mineral claim. If we decide to
pursue the acquisition of new mineral properties, we will need to compete with
other mineral resource exploration and development companies for financing and
for the acquisition of new mineral properties. Many of the mineral resource
exploration and development companies with whom we maybe compete will have
greater financial and technical resources than us. Accordingly, these
competitors may be able to spend greater amounts on acquisitions of mineral
properties of merit, on exploration of their mineral properties and on
development of their mineral properties. In addition, they may be able to afford

greater geological expertise in the targeting and exploration of mineral
properties. This competition could result in competitors having mineral
properties of greater quality and interest to prospective investors who may
finance additional exploration and development. This competition could adversely
impact on our ability to finance further exploration and to achieve the
financing necessary for us to develop our mineral properties.

We may also explore other business opportunities unrelated to mineral
exploration and may come into competition with other companies with greater
financial and other resources when pursuing opportunities of interest to us.

SIGNIFICANT EMPLOYEES

We have no significant employees other than our sole executive officer and
director.

RESEARCH AND DEVELOPMENT

We incurred no research and development expenditures to date.

INTELLECTUAL PROPERTY

We do not own, either legally or beneficially, any patents or trademarks.

ITEM 1A. RISK FACTORS.

The following are some of the important factors that could affect our financial
performance or could cause actual results to differ materially from estimates
contained in our forward-looking statements. We may encounter risks in addition
to those described below. Additional risks and uncertainties not currently known
to us, or that we currently deem to be immaterial, may also impair or adversely
affect our business, financial condition or results of operation.

WE DO NOT HAVE ANY BUSINESS OPERATIONS OR ANY SIGNIFICANT ASSETS. WE HAVE NOT
IDENTIFIED ANY ALTERNATIVE BUSINESS OPPORTUNITIES. OUR PLAN OF OPERATION FOR THE
NEXT TWELVE MONTHS WILL CONSIST SOLELY OF SEEKING SUITABLE BUSINESS
OPPORTUNITIES.

Based on the recommendations of our consulting geologist, we have abandoned our
exploration program for the Columbia VI Claim. We are currently seeking and
evaluating alternative business opportunities. We have not yet identified any
suitable business opportunities and there is no assurance that we will be able
to do so in the future. Even if we are able to identify suitable business
opportunities, there are no assurances that we will be able to acquire an
interest in those opportunities or that we will have the resources to pursue
such opportunities. As such, an investment in our shares at this time would be
highly speculative and investors could lose all of their investment.

WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL FINANCING.

As at February 28, 2009, we had cash on hand of $4,431 and a working capital
deficit of $126,770.

Currently, we do not have a specific business plan, nor have we identified any
suitable alternative business opportunities. As such, our ability to obtain
additional financing may be substantially limited. If sufficient financing is
not available or obtainable as and when needed, we may not be able to continue
as a going concern and investors may lose a substantial portion or all of their
investment. We currently do not have any financing arrangements in place and
there are no assurances that we will be able to acquire financing on acceptable
terms or at all.

BECAUSE OUR SOLE EXECUTIVE OFFICER AND DIRECTOR, ANDRIY VOLIANUK, OWNS 83.3% OF
OUR OUTSTANDING COMMON STOCK, INVESTORS MAY FIND THAT CORPORATE DECISIONS
CONTROLLED BY MR. ANDRIY VOLIANUK ARE INCONSISTENT WITH THE INTERESTS OF OTHER
STOCKHOLDERS.

ANDRIY VOLIANUK, our President, controls 83.3% of issued and outstanding shares
of our common stock. Accordingly, in accordance with our Articles of
Incorporation and Bylaws, Mr. ANDRIY VOLIANUK is able to control who is elected
to our board of directors and thus could act, or could have the power to act, as
our management. Since Mr. ANDRIY VOLIANUK t is not simply a passive investor but

is also one of our active executives, his interests as an executive may, at
times, be adverse to those of passive investors. Where those conflicts exist,
our shareholders will be dependent upon Mr. ANDRIY VOLIANUK exercising, in a
manner fair to all of our shareholders, his fiduciary duties as an officer or as
a member of our board of directors. Also, due to his stock ownership position,
Mr. ANDRIY VOLIANUK will have: (i) the ability to control the outcome of most
corporate actions requiring stockholder approval, including amendments to our
Articles of Incorporation; (ii) the ability to control corporate combinations or
similar transactions that might benefit minority stockholders which may be
rejected by Mr. ANDRIY VOLIANUK to their detriment, and (iii) control over
transactions between him and Nova Mining.

WE MAY CONDUCT FURTHER OFFERINGS IN THE FUTURE IN WHICH CASE INVESTORS'
SHAREHOLDINGS WILL BE DILUTED.

We may conduct equity offerings in the future to finance any future business
projects that we decide to undertake. If common stock is issued in return for
additional funds, the price per share could be lower than that paid by our
current stockholders. We anticipate continuing to rely on equity sales of our
common stock in order to fund our business operations. If we issue additional
stock, investors' percentage interest in us will be diluted. The result of this
could reduce the value of their stock.

BECAUSE OUR STOCK IS A PENNY STOCK, STOCKHOLDERS WILL BE MORE LIMITED IN THEIR
ABILITY TO SELL THEIR STOCK.

The shares of our common stock constitute "penny stocks" under the Exchange Act.
The shares will remain classified as a penny stock for the foreseeable future.
The classification as a penny stock makes it more difficult for a broker/dealer
to sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his or her investment. Any broker/dealer engaged by the
purchaser for the purpose of selling his or her shares will be subject to rules
15g-1 through 15g-10 of the Exchange Act. Rather than having to comply with
these rules, some broker-dealers will refuse to attempt to sell a penny stock.

The "penny stock" rules adopted by the SEC under the Exchange Act subjects the
sale of the shares of our common stock to certain regulations which impose sales
practice requirements on broker/dealers. For example, brokers/dealers selling
such securities must, prior to effecting the transaction, provide their
customers with a document that discloses the risks of investing in such
securities.

Legal remedies, which may be available to an investor in "penny stocks," are as
follows:

(a) if "penny stock" is sold to an investor in violation of his or her
rights listed above, or other federal or states securities laws, the
investor may be able to cancel his or her purchase and get his or her
money back.
(b) if the stocks are sold in a fraudulent manner, the investor may be
able to sue the persons and firms that caused the fraud for damages.
(c) if the investor has signed an arbitration agreement, however, he or
she may have to pursue his or her claim through arbitration.

If the person purchasing the securities is someone other than an accredited
investor or an established customer of the broker/dealer, the broker/dealer must
also approve the potential customer's account by obtaining information
concerning the customer's financial situation, investment experience and
investment objectives. The broker/dealer must also make a determination whether
the transaction is suitable for the customer and whether the customer has
sufficient knowledge and experience in financial matters to be reasonably
expected to be capable of evaluating the risk of transactions in such
securities. Accordingly, the SEC's rules may limit the number of potential
purchasers of the shares of our common stock.

ITEM 2. PROPERTIES.

We maintain our corporate office at 26 Zivova Street, Suite 8 Ternopil, Ukraine.
Our office space is currently provided to us free of charge by our sole
executive officer and director. We recognize donated rent of $250 per month for
the office space.

We currently do not own any physical property or real property. Based on the
recommendations of our consulting geologist, we have decided to abandon our
exploration project on the Columbia VI Claim and we allowed the Columbia VI

Claim lapse. However, we have provided a description of the Columbia VI Claim
and held the title to the Columbia VI Claim until November, 2008, it has since
expired.

COLUMBIA VI CLAIM

TITLE TO THE COLUMBIA VI CLAIM

Under British Columbia law, title to mining claims can only be held by British
Columbia residents. In the case of corporations, title must be held by a British
Columbia corporation. In order to comply with the law we would have to
incorporate a British Columbia wholly-owned subsidiary corporation or extra
provincially register in British Columbia. To delay the costs in incorporating a
British Columbia subsidiary or extra provincially registering in British
Columbia, Mr. Thast, our former President, agreed to hold title to our mineral
property for our benefit. In February 2006, Mr. Thast executed a declaration of
trust acknowledging that he holds the property in trust for us and he will not
deal with the property in any way, except to transfer the property to us. In the
event that Mr. Thast transfers title to a third party, the declaration of trust
will be used as evidence that he breached his fiduciary duty to us.

DESCRIPTION OF THE COLUMBIA VI CLAIM

The Columbia VI Claim is comprised of a 14 unit claim block with an area of
approximately 296.68 hectares, located in southwestern Vancouver Island, British
Columbia, 19 miles south of Port Alberni.

The Columbia VI Claim is recorded with the Ministry of Mines as follows:

Tenure Number Name of Mineral Claim Area in Hectares Date of Expiration
- ------------- --------------------- ---------------- ------------------
521833 Columbia VI 296.68 November 2, 2008

In order to maintain the Columbia VI Claim in good standing, we must complete
minimum exploration work on the mineral claim and file confirmation of the
completion of the work with the Ministry of Mines. In lieu of completing this
work, we may pay a fee equal to the minimum exploration work that must be
performed with the Ministry of Mines. The completion of mineral exploration work
or payment in lieu of exploration work in any year will extend the existence of
our mineral claim for one additional year. Our mineral claim has expired as of
November 2, 2008. Based on the recommendations of our consulting geologist, we
have decided to abandon our exploration program of the Columbia VI Claim. As
such, the Columbia VI Claim lapsed on November 2, 2008.

LOCATION AND ACCESS

The property is located within the south-western area of Vancouver Island,
British Columbia, Canada, approximately 19 miles south of Port Alberni, British
Columbia. The logging camp of Nitinat lies approximately 3 miles southeast of
the property. The property is located within the Victoria Mining Division, and
is centered at approximately 49o00'N latitude and 124o34'W longitude on National
Topographical Survey map sheets 092F/02E & 092C/15E or alternatively on BC TRIM
maps 092F008 & 92C098. The property is best accessed from the south via Cowichan
Lake. From Cowichan Lake, the paved Nitinat Main logging road and subsequently
the branch logging road "BR20" provide access to the northeastern part of the
property. A network of overgrown logging roads exist on the property which will
provide, at the very least, foot access and trails to most parts of the
property.

HISTORY

There is evidence of limited prospecting and stream sampling in the early 1980s.
In 1986 there is evidence that claims were staked on a portion of the property.
There is no evidence that the property was developed or that production
occurred.

REGIONAL GEOLOGY

The property is located within the Insular belt geological zone, the fifth and
most westerly zone of the cordilleran geological province. The Insular belt is
composed of a volcanic and sedimentary pile that was generated in a magmatic
Island-arc setting, from the late Carboniferous to the mid-Jurassic periods. At
about mid-late Jurassic, medium to coarse-grained granodioritic intrusions were
passively emplaced. Emplacement was controlled by the northwesterly slip

striking regional faults. By the early Cretaceous a marine transgression had
laid down the sandstones and siltstones of the Halsam Formation. Geological
activity remained passive for this region until the Eocene (Early Triassic). The
Eocene period was a marked change for the geology of the Insular belt,
activating intrusive quartz-dioritic melts.

These tertiary intrusions were forcefully intruded into their present sites and
were accompanied by active extrusive calc-alkaline volcanics and uplift. The
Eocene intrusives are granitic bodies, but their rock chemistry suggest
compressional tectonics (Benioff zones) as an underlying current to their
formation. The Jurassic intrusives in their major and trace element chemistry
show a tholeiite to calc-alkaline derivation, which could suggest rifting to
compressional tectonics during their passive emplacement.

The present topography was shaped by the Eocene activity and more recent
glaciation. The glaciation, being the last major event, has laid down the
youngest deposits (Pleistocene) glacial drift and moraines. The glaciation
eroded the mountain slopes and filled the valley floors with drift.

PROPERTY GEOLOGY

Previous geological mapping within the area indicated that the property is
underlain by four geological units. The Permian age Sicker Group, which hosts
both of the known mineralized zones, underlies approximately 80% of the
property.

The general trend of all geological units in the area is northwest/southeast.
Two fault zones appear within the property area, one following Rift Creek
Valley. Our consulting geologist reported that this has previously been
interpreted as a regional thrust, with a wide area of fracturing, brecciation
and shearing that provides favorable ground preparation for mineralized fluids.

MAP 1

[MAP SHOWING THE PROPERTY LOCATION]

MAP 2

[MAP SHOWING THE REGIONAL GEOLOGY]

SUPPLIES

Competition and unforeseen limited sources of supplies in the industry could
result in occasional spot shortages of supplies, such as dynamite, and certain
equipment such as bulldozers and excavators that may be needed to conduct
exploration.

CURRENT EXPLORATION PROGRAM

During our fiscal year 2008, we completed Phase IA of our exploration program on
the Columbia VI Claim, which included the placement of a control grid and the
collection and analysis of soil and rock samples from the property. In our
consulting geologist's report on Phase IA, he recommended that we not proceed
with any further exploration work on the Columbia VI Claim as the results of the
soil and rock samples indicated minimal mineralization on the property. Based on
the recommendations of our consulting geologist, we have decided to abandon our
exploration program on the Columbia VI Claim and are currently evaluating
alternative business opportunities.

ITEM 3. LEGAL PROCEEDINGS.

We are not a party to any legal proceedings and, to our knowledge, no such
proceedings are pending, threatened or contemplated.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to our security holders during the fourth quarter of
our fiscal year ended February 28, 2009.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.

Currently, there is no established public trading market for our securities. We
can provide no assurance that a public market for our securities will ever
materialize.

PENNY STOCK RULES

The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in penny stocks. Penny stocks are generally equity securities
with a price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the Nasdaq system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from those rules, to deliver a standardized risk disclosure document prepared by
the SEC, which: (a) contains a description of the nature and level of risk in
the market for penny stocks in both public offerings and secondary trading; (b)
contains a description of the broker's or dealer's duties to the customer and of
the rights and remedies available to the customer with respect to a violation of
such duties or other requirements of securities laws; (c) contains a brief,
clear, narrative description of a dealer market, including bid and ask prices
for penny stocks and significance of the spread between the bid and ask price;
(d) contains a toll-free telephone number for inquiries on disciplinary actions;
(e) defines significant terms in the disclosure document or in the conduct of
trading in penny stocks; and (f) contains such other information and in such
form as the SEC shall require by rule or regulation. The broker-dealer also
must, prior to effecting any transaction in a penny stock, provide the customer
with: (a) bid and offer quotations for the penny stock; (b) the compensation of
the broker-dealer and its salesperson in the transaction; (c) the number of
shares to which such bid and ask prices apply, or other comparable information
relating to the depth and liquidity of the market for such stock; and (d)
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules require that, prior
to a transaction in a penny stock that is not otherwise exempt from those rules,
the broker-dealer must: (a) make a special written determination that the penny
stock is a suitable investment for the purchaser and (b) receive from the
purchaser his or her written acknowledgement of receipt of the determination and
a written agreement to the transaction.

These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock and therefore stockholders may
have difficulty selling those securities.

REGISTERED HOLDERS OF OUR COMMON STOCK

As of June 18, 2009, there were 44 registered holders of record of our common
stock. Some stockholders may hold their shares on deposit with brokers or
investment bankers in the name of stock depositories.

DIVIDENDS

We have neither declared nor paid any cash dividends on our capital stock since
our inception and do not contemplate paying cash dividends in the foreseeable
future. It is anticipated that earnings, if any, will be retained for the
operation of our business. Our board of directors will determine future dividend
declarations and payments, if any, in light of the then-current conditions they
deem relevant and in accordance with the Nevada Revised Statutes.

There are no restrictions in our articles of incorporation or in our bylaws
which prevent us from declaring dividends. The Nevada Revised Statutes, however,
do prohibit us from declaring dividends where, after giving effect to the
distribution of a dividend:

(a) We would not be able to pay our debts as they become due in the usual
course of business; or
(b) Our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
distributions.

RECENT SALES OF UNREGISTERED SECURITIES

None.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.

PLAN OF OPERATION

Based on the recommendations of our consulting geologist, we have decided to
abandon our exploration program on the Columbia VI Project and are currently
evaluating alternative business opportunities. As a result, we are unable to
provide an estimate of our exact financial needs for the next twelve months.
However, as at February 28, 2009, we had cash on hand of $4,431 and a working
capital deficit of $126,770. As such, we anticipate that we will require
substantial financing in the near future in order to meet our current
obligations and to continue our operations. In addition, in the event that we
are successful in identifying suitable alternative business opportunities, of
which there is no assurance, we anticipate that we will need to obtain
additional financing in order to pursue those opportunities

Currently, we do not have any financing arrangements in place and there are no
assurances that we will be able to obtain sufficient financing on terms
acceptable to us, if at all.

Due to the lack of our operating history and our present inability to generate
revenues, our auditors have stated in their audit report included in our audited
financial statements for the year ended February 28, 2009 that there currently
exists substantial doubt about our ability to continue as a going concern

FINANCING REQUIREMENTS

From inception to February 28, 2009, we have suffered cumulative losses in the
amount of $255,320. We expect to continue to incur substantial losses as we
continue the development of our business. Since our inception, we have funded
operations through common stock issuances, related party loans, and the support
of creditors in order to meet our strategic objectives. Our management believes
that sufficient funding will be available to meet our business objectives,
including anticipated cash needs for working capital, and are currently
evaluating several financing options, including a public offering of securities.
However, there can be no assurance that we will be able to obtain sufficient

funds to continue the development of and, if successful, to commence the sale
of, our products. As a result of the foregoing, our independent auditors believe
there exists substantial doubt about our ability to continue as a going concern.

There is no assurance that we will be able to obtain additional financing if and
when required. We anticipate that additional financing may come in the form of
sales of additional shares of our common stock which may result in dilution to
our current shareholders.

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 is material to
stockholders.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with United States
generally accepted accounting principles requires our management to make
estimates and assumptions that affect the reported amount 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.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

We have identified certain accounting policies, described below, that are most
important to the portrayal of our current financial condition and results of
operation.

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.

MINERAL PROPERTY COSTS

We have been in the exploration stage since our inception on December 29, 2005
and have not yet realized any revenues from our planned operations. We are
primarily engaged in the acquisition and exploration of mining properties.
Mineral property exploration costs are expensed as incurred. When it has been
determined that 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.

ITEM 8. FINANCIAL STATEMENTS

Nova Mining Corporation
(An Exploration Stage Company)

February 28, 2009

Index
-----

Balance Sheets.......................................................... 15

Statements of Expenses.................................................. 16

Statements of Cash Flows................................................ 17

Statement of Stockholders' Equity (Deficit)............................. 18

Notes to the Financial Statements....................................... 19

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 28, 2009 and February 29, 2008, 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 28, 2009. 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 audits 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 28, 2009
and February 29, 2008, 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 28, 2009 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 3 to the financial statements,
Nova has suffered recurring losses from operations, has negative working capital
and no revenues which raise substantial doubt about its ability to continue as a
going concern. Management's plans regarding those matters also are described in
Note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ MALONE & BAILEY, PC
- ----------------------------------
Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas

June 18, 2009

Nova Mining Corporation
(An Exploration Stage Company)
Balance Sheets

February 28, February 29,
2009 2008
--------- ---------

ASSETS

Current Assets
Cash $ 4,431 $ 20,326
Prepaid expenses 5,000 5,000
--------- ---------

Total Assets $ 9,431 $ 25,326
========= =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts payable $ 15,191 $ 945
Accrued liabilities 11,010 8,925
Loan from related party 110,000 --
--------- ---------

Total Liabilities 136,201 9,870
--------- ---------

Stockholders' Equity (Deficit)
Common Stock, 100,000,000 shares authorized, $0.00001 par value
6,000,000 shares issued and outstanding 60 60
Additional Paid-in Capital 128,490 119,490
Deficit Accumulated During the Exploration Stage (255,320) (104,094)
--------- ---------

Total Stockholders' Equity (Deficit) (126,770) 15,456
--------- ---------

Total Liabilities and Stockholders' Equity (Deficit) $ 9,431 $ 25,326
========= =========

See summary of significant accounting policies and
notes to the financial statements.

Nova Mining Corporation
(An Exploration Stage Company)
Statements of Expenses

Accumulated from
December 29, 2005
Year Ended Year Ended (Date of Inception) to
February 28, February 29, February 28,
2009 2008 2009
---------- ---------- ----------

Expenses
General and administrative $ 89,723 $ 47,479 $ 181,382
Impairment of Mining property costs -- 5,000 8,073
Mining exploration expense 11,503 4,362 15,865
Impairment of loan receivable 50,000 -- 50,000
---------- ---------- ----------

Net Loss $ (151,226) $ (56,841) $ (255,320)
========== ========== ==========

Net Loss Per Share - Basic and Diluted $ (0.03) $ (0.01) n/a
========== ========== ==========

Weighted Average Shares Outstanding 6,000,000 6,000,000 n/a
========== ========== ==========

See summary of significant accounting policies and
notes to the financial statements.

Nova Mining Corporation
(An Exploration Stage Company)
Statements of Cash Flows

Accumulated from
December 29, 2005
Year Ended Year Ended (Date of Inception) to
February 28, February 29, February 28,
2009 2008 2009
--------- --------- ---------

Operating Activities
Net loss $(151,226) $ (56,841) $(255,320)
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 28,500
Changes in operating assets and liabilities
Increase in prepaid expenses -- -- (5,000)
Increase in accounts payable 14,246 512 15,191
Increase in accrued liabilities 2,085 8,925 11,010
--------- --------- ---------

Net Cash Used in Operating Activities (125,895) (38,404) (205,569)
--------- --------- ---------
Financing Activities
Proceeds from the issuance of common stock -- -- 100,000
Proceeds from loan from related party 110,000 -- 110,000
--------- --------- ---------

Net Cash Provided by Financing Activities 110,000 -- 210,000
--------- --------- ---------

Increase (Decrease) in Cash (15,895) (38,404) 4,431

Cash - Beginning of Period 20,326 58,730 --
--------- --------- ---------

Cash - End of Period $ 4,431 $ 20,326 $ 4,431
========= ========= =========

Supplemental Disclosures:
Interest paid -- -- --
Income taxes paid -- -- --
========= ========= =========

See summary of significant accounting policies and
notes to the financial statements.

Nova Mining Corporation
(An Exploration Stage Company)
Statement of Stockholders' Equity (Deficit)
Period from December 29, 2005 (Date of Inception) to February 28, 2009

Deficit
Accumulated
During the
Common Stock Donated Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----

Issuance of common stock for cash
at $0.00001 per share 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

Donated services and expenses -- -- 9,000 -- 9,000

Net loss for the year -- -- -- (151,226) (151,226)
--------- ----- -------- --------- ---------

Balance - February 28, 2009 6,000,000 $ 60 $128,490 $(255,320) $(126,770)
========= ===== ======== ========= =========

See summary of significant accounting policies and
notes to the financial statements.

Nova Mining Corporation
(An Exploration Stage Company)
Notes to Financial Statements

1. Nature of Operations

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. The Company has not
presently determined whether its properties contain mineral reserves that
are economically recoverable.

2. Summary of Significant Accounting Policies

a) Basis of Presentation

These financial statements and related notes are presented in
accordance with accounting principles generally accepted in the United
States, and are expressed in US dollars. The Company's fiscal year-end
is February 28.

b) 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.

c) 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. Diluted EPS excludes all dilutive potential
shares if their effect is anti dilutive. There were no dilutive
securities outstanding as of February 28, 2009.

d) 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.

e) 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.

f) 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.

g) 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 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.

h) Recent Accounting Pronouncements

The company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on our results of
operations, financial position or cash flow.

3. 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 28, 2009, 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.

4. 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. For the years ended February 28, 2007 and
February 29, 2008, the Company recognized an impairment loss of $3,073 and
$5,000, respectively, as it has not yet been determined whether there are
proven or probable reserves on the property. As of February 28, 2009, all
claim extensions have expired.

5. Related Party Balances/Transactions

a) During the year ended February 28, 2009 and 2008 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) During the year ended February 28, 2009 the Company borrowed an
aggregate of $110,000 in the form of short term debt from Robert
Thast, the previous President of the Company. The loan has no
definitive repayment terms, bears no interest and is not secured.

c) On February 1, 2006, the Company entered into a trust agreement with
the President of the Company. Refer to Note 4.

6. 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 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.

7. Income Taxes

Potential benefits of income tax losses are not recognized in the accounts
until realization is more likely than not. The Company has net operating
losses of $151,226 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 28, 2009 and
February 29, 2008 are scheduled below:

February 28, February 29,
2009 2008
-------- --------
$ $

Net Operating Loss Carryforwards 255,320 104,094

Statutory Tax Rate 35% 35%

Effective Tax Rate -- --

Deferred Tax Asset 89,362 36,433

Valuation Allowance (89,362) (36,433)
-------- --------

Net Deferred Tax Asset -- --
======== ========

8. Loan Receivable

On April 29, 2008, Nova Mining Corporation loaned Salish Park Holdings Ltd.
$50,000. Under the terms of the Loan Agreement, Salish 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. This note receivable was considered impaired
as of February 28, 2009 given the note was in default as of the date of
this report. The impairment is reflected in the statements of expenses.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

On February 12, 2007, Amisano Hanson, Chartered Accountants ("Amisano"),
informed us that it was resigning as our independent registered public
accounting firm effective as of that date. On February 22, 2007, our board of
directors accepted the resignation of Amisano.

Amisano's report on the financial statements as of and for the period from the
date of inception on December 29, 2005 to February 28, 2006 did not contain an
adverse opinion or disclaimer of opinion and was not modified as to uncertainty,
audit scope, or accounting principles save and except for a "going concern
opinion" provided with the overall audit opinion.

During the year ended February 28, 2006, through the date of resignation and
through the date of our acceptance of Amisano's resignation, there were no
disagreements with Amisano on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Amisano would have caused
Amisano to make reference to the subject matter of the disagreement in its
reports on our financial statements for such periods.

On March 8, 2007, we delivered a copy of our report on Form 8-K regarding their
resignation to Amisano. We requested a letter addressed to the SEC stating
whether or not it agreed with the foregoing. Amisano issued a response. The
response stated that it agreed with the foregoing disclosure. A copy of
Amisano's response is attached to our Form 8-K/A-1 filed with the SEC on March
9, 2007 as Exhibit 16.1.

On February 22, 2007, we engaged Malone & Bailey, P.C., an independent
registered public accounting firm, as our principal independent accountant with
the approval of our board of directors. We have not consulted with Malone &
Bailey, P.C. on any accounting issues prior to engaging them as our new
auditors.

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. Based upon and
as of the date of that evaluation, 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 28, 2009. 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. 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
identified in connection with our evaluation of these controls as of the end of
the period covered by this report that could have affected those controls
subsequent to the date of the evaluation referred to in the previous paragraph,
including any correction action with regard to deficiencies and material
weakness.

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.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the name and positions of our sole executive
officer and director as of the date hereof.

Name Age Positions
---- --- ---------

Andriy Volianuk 39 Chief Executive Officer, Chief Financial Officer,
President, Secretary, Treasurer, Director

Set forth below is a brief description of the background and business experience
of our sole executive officer and director:

On December 10, 2008, the Company's Board of Directors appointed Andriy Volianuk
as a Director and as the Chief Executive Officer, Chief Financial Officer,
President, Secretary, Treasurer and Secretary of the Company, to hold such
offices until his successors are elected at an annual or a special meeting of
the shareholders.

On September 5, 2008 Andriy Volianuk was appointed as the President and a member
of the Board of Directors of Maximus Exploration Corporation. He resigned all
positions with Maximus on October 9, 2008. Since 2000, Mr. Volianuk has owned
and operated Volja History College, a private college in Ternopil, Ukraine that
teaches the history of Ukraine.

TERMS OF OFFICE

Our directors are elected to hold office until the next annual meeting of the
shareholders and until their respective successors have been elected and
qualified. Our executive officers are appointed by our board of directors and
hold office until removed by our board of directors or until their successors
are appointed.

SIGNIFICANT EMPLOYEES

We have no significant employees other than our sole executive officer and
director.

AUDIT COMMITTEE AND CHARTER

Our entire board of directors currently serves as our audit committee.

Our audit committee is responsible for: (1) selection and oversight of our
independent accountant; (2) establishing procedures for the receipt, retention
and treatment of complaints regarding accounting, internal controls and auditing
matters; (3) establishing procedures for the confidential, anonymous submission
by our employees of concerns regarding accounting and auditing matters; (4)
engaging outside advisors; and, (5) funding for the outside auditory and any
outside advisors engagement by the audit committee. A copy of our audit
committee charter was filed as an exhibit to our Annual Report on Form 10-KSB
for the year ended February 28, 2007 filed with the SEC on May 29, 2007.

AUDIT COMMITTEE FINANCIAL EXPERT

Our sole director acts as our audit committee. Mr. Thast does not meet the
definition of an "audit committee financial expert." We believe that the cost
related to appointing a financial expert to our board of directors at this time
is prohibitive.

DISCLOSURE COMMITTEE AND CHARTER

We have a disclosure committee and disclosure committee charter. Our disclosure
committee is comprised of all of our officers and directors. The purpose of the
committee is to provide assistance to the Chief Executive Officer and the Chief
Financial Officer in fulfilling their responsibilities regarding the
identification and disclosure of material information about us and the accuracy,
completeness and timeliness of our financial reports. A copy of our disclosure
committee charter was filed as an exhibit to our Annual Report on Form 10-KSB
for the year ended February 28, 2007 filed with the SEC on May 29, 2007.

CODE OF ETHICS

We have adopted a corporate code of ethics. We believe our code of ethics is
reasonably designed to deter wrongdoing and promote honest and ethical conduct;
provide full, fair, accurate, timely and understandable disclosure in public
reports; comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code. A copy of the
code of ethics was filed as an exhibit to our Annual Report on Form 10-KSB for
the year ended February 28, 2007 filed with the SEC on May 29, 2007.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers and directors, and persons who own more than 10% of a registered class
of our securities ("Reporting Persons"), to file reports of ownership and
changes in ownership with the SEC. Reporting Persons are required by SEC
regulations to furnish us with copies of all forms they file pursuant to Section
16(a). Based solely on our review of such reports received by us, no other
reports were required for those persons. We believe that, during the year ended
February 28, 2009, all Reporting Persons complied with all Section 16(a) filing
requirements applicable to them.

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

We did not pay any compensation to Mr. Volianuk, our sole executive officer and
director, during the fiscal year ended February 28, 2009 . Mr. Volianuk donates
his management services to us free of charge. The management services donated by
Mr.Volianuk are valued at $500 per month.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

As at February 28, 2009, we did not have any outstanding equity awards.

EMPLOYMENT CONTRACTS

We do not have an employment contract with our sole executive officer and
director. We also do not have any termination of employment or change-in-control
arrangements with our sole executive officer and sole director.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLANS

We have no equity compensation plans (including individual compensation
arrangements) under which our equity securities are authorized for issuance.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of June 4, 2008 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) each of our directors and each of our
named executive officers (as defined under Item 402(m)(2) of Regulation S-K),
and (iii) officers and directors as a group. Unless otherwise indicated, the
shareholders listed possess sole voting and investment power with respect to the
shares shown.

Name and Address Number of Shares Percentage of
Title of Class of Beneficial Owner of Common Stock(1) Common Stock(1)
-------------- ------------------- ------------------ ---------------

DIRECTORS AND OFFICERS

Common Stock Andriy Volianuk, 5,000,000 83.3%
Chief Executive Officer, (direct)
Chief Financial
Officer, President,
Secretary, Treasurer,
Director

5% SHAREHOLDERS

Common Stock Andriy Volianuk, 5,000,000 83.3%
Chief Executive Officer, (direct)
Chief Financial
Officer, President,
Secretary, Treasurer,
Director
Zivova Street 26, Suite 8,
Ternopil Ukraine 282001

- ----------
(1) Under Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the date
as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of common stock actually outstanding on
June 4, 2008. As of June 4, 2008, there were 6,000,000 shares of our common
stock issued and outstanding.

CHANGES IN CONTROL

We are not aware of any arrangement which may result in a change in control in
the future.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

RELATED TRANSACTIONS

Except as described below, none of the following persons has any direct or
indirect material interest in any transaction to which we were or are a party
during the past two years, or in any proposed transaction to which we propose to
be a party:

(a) any director or officer;
(b) any person proposed to be a nominee for election as a director;
(c) any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to our common
stock; or
(d) any immediate family member, including any spouse, child, parent,
step-child, step-parent, sibling or in-law, of any of the foregoing.

On December 10, 2008, Nova Mining Corporation (the "Company") accepted the
resignation of Terry N. Williams a Director and as the Chief Executive Officer,
Chief Financial Officer, President, Secretary, Treasurer and Secretary of the
Company.

There were no disagreements between Mr. Williams and the Company regarding any
matter relating to the Company's operations, policies or practice. A copy of
this Report was provided to Mr. Williams. A copy of the letter received by the
Company from Mr. Williams stating that he agrees with the disclosure contained
in this Report as it pertains to his resignation is attached as exhibit 17.1
hereto.

On April 7, 2008 and April 20, 2008, we received two loans of $50,000 (CAD)
each from our sole executive officer and director, Mr. Robert Thast. The loans
are due on demand, unsecured and non-interest bearing.

DIRECTOR INDEPENDENCE

There is presently no public market for our common stock. As a result, for
purposes of determining director independence, we have applied the definitions
set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is
not considered to be independent if he or she is also an executive officer or
employee of the corporation. Mr. Thast acts as our sole director and as our sole
executive officer. As such, we do not have any independent directors.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The aggregate fees billed for the fiscal years ended February 28, 2009 and
February 28, 2007 for professional services rendered by the principal accountant
for the audit of the Corporation's annual financial statements and review of the
financial statements included in our Quarterly Reports on Form 10-QSB and
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for these fiscal periods were as
follows:

Year Ended Year Ended
February 28, February 28,
2009 2007
-------- --------
Audit Fees $ 14,000 $ 5,290
Audit-Related Fees $ NIL $ 366
Tax Fees $ NIL $ NIL
All Other Fees $ NIL $ NIL

Total $ 14,000 $ 5,656

PART IV

ITEM 15. EXHIBITS.

31 Section 302 Certification of Chief Executive Officer and Chief Financial
Officer

32 Section 906 Certification of Chief Executive Officer and Chief Financial
Officer

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, Director
(Principal Executive Officer and Principal
Accounting Officer)

Date: June 15, 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.

Date: June 15, 2009