ETHEMA HEALTH Corp - FORM 10-Q

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EX-31.1 - EXHIBIT 31.1 - ETHEMA HEALTH Corp	a6099998ex31-1.txt
EX-32.1 - EXHIBIT 32.1 - ETHEMA HEALTH Corp	a6099998ex32-1.txt

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

FORM 10-Q

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

For the quarterly period ended September 30, 2009

Commission File number 0-15078

NOVA NATURAL RESOURCES CORPORATION
----------------------------------
(Name of Small Business Issuer in its charter)

Colorado 84-1227328
(State or other jurisdiction (I.R.S. Employer
Of incorporation Identification No.)

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

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

Securities registered under Section 12(g) of the Act:

Common Stock, $.10 Par Value

(Title of Class)

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

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

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

Documents Incorporated by Reference: None Transitional Small Business Disclosure
Format: Yes [_] No [X]

As of September 30, 2009, the Registrant had outstanding no shares of
Convertible Preferred Stock, $1.00 par value issued and outstanding.

Number of Shares of Common Stock Outstanding $.10 par value as of September 30,
2009 is 5,021,764

NOVA NATURAL RESOURCES CORPORATION

Index to Form 10-Q

PART 1. FINANCIAL INFORMATION
-----------------------------

Item 1. Financial Statements Page No.
Balance Sheets at September 30, 2009 (unaudited) 3

Statements of Operations and Accumulated Surplus for the
three months ended September 30, 2009 and 2008 (unaudited) 4

Statements of Cash Flow ended September 30, 2009 and 2008
(unaudited) 5

Report of Independent Registered Public Accounting Firm 6

Item 2 Management discussion and Analysis of Financial Condition and
Results of Operations 7

Item 3 Quantitative and Qualitative disclosure about Market Risk 11

Item 4T Controls and Procedures 11

PART 2. OTHER INFORMATION
-------------------------

Item 1 Legal Proceedings 13

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 13

Item 3 Defaults upon Senior Securities 13

Item 4 Submission of Matters to a Vote of Security Holders 13

Item 5 Other Information 13

Item 6 Exhibits 13

Signatures 13

NOVA NATURAL RESOURCES CORPORATION
BALANCE SHEET
as of September 30 2009

Unaudited

ASSETS 09/30/09 09/30/08
-------- --------

Cash 2,809 8,938

LIABILITIES

Current
Accounts Payable and Accruals 28,789 63,000
Notes Payable 130,742 72,002
-------- --------
159,531 135,002
======== ========

STOCKHOLDERS' EQUITY

Common stock, $0.10 par value

50,000,000 shares authorized;

5,021,764 shares issued and outstanding 13,400,316 13,400,316

Additional Paid in Capital (7,718,434) (7,697,434)

Accumulated Surplus (Deficit) (5,838,604) (5,846,822)
----------- -----------
(156,722) (143,940)

$ 2,809 $ (8,938)
=========== ===========

The accompanying summary of significant accounting policies and notes are an
integral part of these financial statements.

NOVA NATURAL RESOURCES CORPORATION

STATEMENTS OF OPERATIONS AND ACCUMULATED SURPLUS
FOR THE PERIOD ENDED SEPTEMBER 30, 2009

Unaudited Unaudited

Quarter-to-date Year-to-date
09/30/09 09/30/08 09/30/09 09/30/08
----------- ----------- ----------- -----------

Administrative $ 13,779 $ 22,522 $ 22,903 $ 6,564
--------------------------------------------------------
13,779 22,522 22,903 6,564

Income/(Loss) from Other Operations -- -- -- --
Net Income/(Loss) for the period $ (13,779) $ (22,522) $ (22,903) $ (6,564)
========================================================

Basic and diluted net income (loss) per share $ (0.0027) $ (0.0045) $ (0.0046) $ (0.0013)
========================================================

Weighted Average Common Shares Outstanding 5,021,764 5,021,764 5,021,764 5,021,764
========================================================

The accompanying summary of significant accounting policies and notes are an
integral part of these financial statements.

NOVA NATURAL RESOURCES CORPORATION

STATEMENTS OF CASH FLOW
FOR THE PERIOD ENDED SEPTEMBER 30, 2009

Unaudited Unaudited
09/30/09 09/30/08
-------- --------
Cash Provided by (Used in):

Operating Activities
Cash from Operations $(13,779) $(22,552)
Cash Provided from note payable 16,253 9,990
Changes in operating assets and liabilities:
Decrease (Increase) in:
Accounts Payable and Accruals (4,709) (19,000)
---------------------
(2,235) (31,562)

Investing Activities
Issue of Common Shares -- 19,000
---------------------
(40,000)

Increase (Decrease) in Cash during the period (2,235) (12,562)

Cash Balance - beginning of period 5,044 21,500
---------------------

Cash Balance - end of period $ 2,809 $ 8,938
=====================

The accompanying summary of significant accounting policies and notes are an
integral part of these financial statements.

NOVA NATURAL RESOURCES CORPORATION

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Nova Natural Resources Corporation

I have reviewed the accompanying Balance Sheet of Nova Natural Resources
Corporation as of September 30, 2009 and 2008 and the Statements of Net Income
and Cash Flows for the three month period. These interim financial statements
are the responsibility of the Company's management.

I conducted my review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, I do not express such an opinion.

Based on my review, I am not aware of any material modifications that should be
made to the accompanying interim financial statements for them to be in
conformity with U.S. generally accepted accounting principles.

Eddy Chin
Chartered Accountant
Licensed Public Accountant
Thornhill, Ontario, Canada

Nov 13, 2009

Item 2. Management Discussion and Analysis
------------------------------------------

Management's discussion of anticipated future operations contains predictions
and projections which may constitute forward looking statements. The Private
Securities Litigation Reform Act of 1995, including provisions contained in
Section 21E of the Securities Exchange Act of 1934, provides a safe harbor for
forward-looking statements. In order to comply with the terms of the safe
harbor, the Company notes that a variety of factors could cause the Company's
actual results and experience to differ materially from the anticipated results
or other expectations expressed in the Company's forward-looking statements. The
risks and uncertainties that may affect the operations, performance, development
and results of the Company's business include, but are not limited to, the
following:

Description of Business
-----------------------

Nova Natural Resources Corporation (the "Registrant", "Company" or "Nova") was
incorporated under Colorado Law on April 1, 1993 and is the surviving company in
a merger, effective February 1, 1995, of the Company and Nova Natural Resources
Corporation, a Delaware corporation. The merger was effected to change the
Company's domicile from Delaware to Colorado and caused no change in the
Company's capitalization. The Delaware Corporation was the successor to Nova
Petroleum Corporation and Power Resources Corporation, which merged in 1986.
Prior to that merger, Nova Petroleum Corporation and Power Resources Corporation
operated since 1979 and 1972, respectively.

Significant changes in the Company business
-------------------------------------------

On February 27, 2001, the Company closed a transaction pursuant to the terms of
an Asset Purchase Agreement dated February 9, 2001 (the "Agreement") with TORITA
DONGHAO LLC ("Torita Delaware"), a Delaware Corporation, by which Torita
Delaware acquired control of the Company.

Torita Delaware manufactures, markets, and sells electronic equipment, including
computer hardware, computer monitors, television sets, internet access devices
for use with TV sets, digital video devices (DVD's) and related equipment.
Torita Delaware's products are marketed in Southeast Asia. Its production
facilities occupy 128,000 square feet in Zhuhai City in the People's Republic of
China ("PRC") and include six manufacturing lines with an annual production
capacity of approximately 1 million PC's, 1 million DVD devices and 200,000 TV
sets. Torita Delaware owns 50% of the former cosmetics arm of Torita Group,
though this business line has not played a significant role in the Company's
operations. The Company wrote off its equity investment of $15,107 in the
cosmetics company in the fourth quarter of the fiscal year, since it is
uncertain whether this investment will be recoverable.

On 17 Jun 2004 Nova entered into an agreement to purchase the assets of two Gas
Stations located in Anyang City, Henan Province, China from Great Frame
International Enterprise Limited, a Hong Kong Company. The stations were
equipped with LPG refilling equipment. The stations along with a recently
acquired LPG conversion technology would allow Nova to continue the conversion
of additional vehicles within the Anyang market and expand into other markets
within the region. The stations had the capacity to generate in excess of two
million dollars in combined fuel alternatives, but the primary focus was to
convert and service LPG vehicles. This was due to higher gross margins and the
positive environmental impact. Nova intended to issue 600,000 shares of common
stock at an agreed price of $2.00 per share, for a total purchase price of
$1,200,000. The majority owner and President/Director of Great Frame
International Enterprise Limited was Wang Li; Ms Li was also a director of Nova.
Upon the completion of the proposed agreement Wang Li would have become the
largest shareholder of NOVA with approximately 45% of the issued and outstanding
shares. This acquisition was designed to prove the LPG conversion technology was
a benefit for both Nova and the Chinese market. The average cost to convert a
taxi from gas to LPG was approximately $420 and the conversion cost for a bus
was approximately 25% higher. It was estimated that the average taxi would drive
450KM per day with a monthly fuel saving of $73.00, creating a pay back for the
driver in six months. The pay back for a bus was approximately one and a half
years, but combined with the positive environmental results the local
governments were eager to convert. The company expected the primary growth
revenue generator would be the refilling of the LPG vehicles; the current gross
margin was significantly higher than that of the non converted petrol vehicles.
Given the increasing vehicles entering the Chinese market and vast number of
vehicles that could benefit from the conversion the company worked for over one
year to try and bring this deal to a successful close. The company engaged
several outside parties in both the US and China to develop a successful
structure for the transaction whereby Nova would have full rights privileges and
true ownership of the assets identified in the deal. Although representatives of
Nova visited the sites of these assets, the deal was complicated by a transfer
of the state assets to the Hong Kong Company. This transfer could not be assured
was acceptable under Chinese Law, making the deal risky on the representations
made by Great Frame International and since Wang Li was a director of both
companies Nova consulted with additional resources. The company evaluated
several alternatives in restructuring the deal, but in meeting with Chinese
Accountants and Legal Advisors, it was determined that the transaction could not
be structured in a manner initially negotiated. This information was
communicated in an 8K filing and press release by the current management.

On 1 July 2005 Nova rescinded the agreement entered into on June 17, 2004 to
purchase the assets of two Gas Stations located in Anyang City, Henan Province,
China. The agreement previously entered into with Great Frame International
Enterprise Limited, a Hong Kong Company, provided that Great Frame would provide
written evidence that the agreement was in compliance with Chinese Laws and
procedures and that the assets described in the agreement were not encumbered in
any manner. Failing to comply with this requirement the company cancelled the
agreement. Additionally, Mr. Chris Tse President & CEO and Chairman of the
Board, accepted the resignation of Wang Li and Yin Yanbo as directors of the
company and decided to serve as sole officer and director of the company until
such time as qualified replacements could be selected. This information was
communicated in the form of an 8K filing by the current management.

On March 15, 2007 the shareholders of Nova Natural Resources Corp., by majority
consent accepted the resignation of the sole Director and Officer of the Company
Mr. Chris Tse, appointed Mr. David Putnam as the President & CEO and Chief
Financial Officer of the Company, and appointed Mr. Nick Laroche as a Company
Director. Mr. Putnam currently resides in Toronto, Ontario; therefore the
Company executive offices are in the process of being relocated to Toronto,
Ontario. This action was taken by the Shareholders of the Corporation by a vote,
or concurrence of the majority of the outstanding shares. This action was
approved in excess of the two third majority as required by Colorado Law and the
Company Articles of Incorporation.

On March 31, 2007 the newly appointed Board of Directors approved the
appointment of Mr. Putnam as the Company President & CEO and the majority
consent in reference to the appointment of the new Directors, Mr. Putnam and Mr.
Laroche. The New Board of Directors approved the issuance of 2,500,000 shares of
rule144 restricted common stock for each of it new Directors. The Board of
directors authorized the President to proceed with the acquisition of the Lotta
Minutes Prepaid Calling Card transaction after reviewing the Executive Summary.
The Board authorized the President to proceed with securing the rights and
privileges in an asset acquisition structure whereby Nova Natural Resources
would acquire 100% of said rights and privileges. The President was authorized
to issue up to ten million (10,000,000) shares of Nova Natural Resources Rule
144 Restricted Common Shares and up to $500,000.00 (with the condition the funds
would be paid based upon a future funding or once the company has adequate
working capital) to secure rights.

On April 15, 2007 the Board approved the Lotta Minutes Pre-Paid Calling Card
transaction and authorized the President to issue ten million (10,000,000)
shares of Nova Natural Resources Rule 144 Restricted Common Stock to Glen Simon
for 100% of 2133185 Ontario Inc., for all rights and privileges concerning the
Lotta Minutes deal as defined in the Lotta Minutes Executive Summary and
documentation.

On April 30, 2007 the Board approved the consulting contracts with two outside
consultants to assist the company in its new venture. The consultants, Mr.
Aluwahlia and Mr. Wendlegoed will each receive 2,500,000 shares of rule 144
Restricted Common Stock at .01 for said services.

On October 1, 2007 the Company cancelled the Lotta Minutes deal for non
performance of the acquisition agreement terms, ten million (10,000,000) shares
were authorized to be issued in conjunction with the closing of the deal, the
shares were never issued and the board of directors cancelled the authorization
to issue said shares and the five million (5,000,000) shares for the consultants
associated with the Lotta Minutes Deal.

On October 1, 2007 the Board accepted the resignation of Mr. David Putnam, the
President & CEO, additionally Mr. Putnam resigned from the Board of Directors.
The Board accepted the appointed of Mr. Wayne A. Doss to serve as the President
and CEO and Director replacing Mr. Putnam. Mr. Doss has been a consultant and
business advisor for the company since 2001.

On June 20, 2008 the Board of Directors cancelled the authorization for the
issuance of five million (5,000,000) shares to Mr. Laroche and Mr. Putnam which
were authorized March 31, 2007, but were never issued. The Board of Directors
initially approved the issuance of 2,500,000 shares of rule144 restricted common
stock for each Director. The Board felt the shares were not warranted. The Board
approved the issuance of one million (1,000,000) shares of rule 144 restricted
common stock for Mr. Doss the current President and CEO for services to the
company since Mr. Doss has served without salary since the October 1, 2007
appointment.

On July 1, 2008 the Board of Directors approved the conversion of a Convertible
Note Payable in the amount of 19,000.00 to convert at .02 per share for the
issuance of nine hundred fifty thousand shares (950,000) of rule-144 restricted
common stock.

On June 16, 2009, the Company announced a definitive agreement to accept a
Private Placement Investment by HS Financial Management Group in an
all-for-current asset transaction valued at approximately C$1Million. This
transaction will make HS Financial Management Group the largest shareholder of
Nova Natural Resources and will place HS Financial Management as the controlling
group of the company.

On July 30, 2009 the Company cancelled the agreement under a provision that said
Private Placement was subject to acquiring the control block of common stock
from the current majority shareholders that was agreed to take place within 30
days for the agreement. HC Financial Management was unable to complete this part
of the agreement so the agreement was terminated and the parties notified.

Change in Control
-----------------

On March 16, 2003 the board of directors accepted the resignation of Mr. Edward
Chan as the President and CEO and appointed my Chris Tse to the position of
President and CEO.

On September 30, 2003 pursuant to majority shareholder consent and affirmed by
199,873,886 votes constituting 71.5% of the 279,551,551 shares issued and
outstanding as of June 28th 2003, the majority shareholders voted and approved
the appointment of Mr. Chris Tse as the Company President and Chief Executive
officer and the appointment to the Board of Directors. Mr. Edward Chan was
terminated as the President and Chief Executive Officer and removed from the
board of directors. This action was in response to the failure of Mr. Chan to
place into writing his verbal resignation as the President and from the Board of
Directors. This information was communicated in an 8K filing and press release
by the current management.

On March 15, 2007 the shareholders of Nova Natural Resources Corp., by majority
consent accepted the resignation of the sole Director and Officer of the Company
Mr. Chris Tse, appointed Mr. David Putnam as the President & CEO and Chief
Financial Officer of the Company, appointed Mr. Putnam to serve as a Director of
the Company, and appointed Mr. Nick Laroche as a Company Director. This action
was taken by the Shareholders of the Corporation by a vote, or concurrence of
the majority of the outstanding shares. This action was approved in excess of
the two third majority as required by Colorado Law and the Company Articles of
Incorporation.

On March 31, 2007 the newly appointed Board of Directors approved the
appointment of Mr. Putnam as the Company President & CEO and the majority
consent in reference to the appointment of the new Directors, Mr. Putnam and Mr.
Laroche. The New Board of Directors approved the issuance of 2,500,000 shares of
rule 144 restricted common stock for each of it new Directors. The Board of
directors authorized the President to proceed with the acquisition of the Lotta
Minutes Prepaid Calling Card transaction after reviewing the Executive Summary.
The Board authorized the President to proceed with securing the rights and
privileges in an asset acquisition structure whereby Nova Natural Resources
would acquire 100% of said rights and privileges. The President was authorized
to issue up to ten million (10,000,000) shares of Nova Natural Resources Rule
144 Restricted Common Shares and up to $500,000.00 (with the condition the funds
would be paid based upon a future funding or once the company has adequate
working capital) to secure rights.

Common Stock
------------

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

Currently there are 5,021,764 common shares outstanding. There are no shares of
the Company's convertible preferred stock outstanding. Holders of Common Stock
are entitled to cast one vote for each share held of record on all matters
submitted to a vote of shareholders and are not entitled to cumulate votes for
the election of directors. Holders of Common Stock do not have preemptive rights
to subscribe for additional shares of Common Stock issued by the Company.

Holders of Common Stock are entitled to receive dividends as may be declared by
the Company's Board of Directors out of funds legally available for that
purpose, subject to the rights of the holders of the Company's Preferred Stock.
But currently No Preferred Stock has been issued. Holders of the Common Stock
and Preferred Stock have equal rights to all dividends declared and paid by the
Company. In the event of liquidation, holders of Common Stock are entitled to
share, pro rata, in any distribution of the Company's assets remaining after
payment of liabilities, subject to the preferences and rights of the holders of
Preferred Stock. The Company has not paid and has no current plan to pay
dividends.

Market for Common Equity and Related Shareholder matters
--------------------------------------------------------

The Company's Common Stock is quoted on the OTC Bulletin Board under the symbol
"NVNJ" at September 30, 2009 with no trading activity. The number of record
holders of the Company's Common Stock as of September 30, 2009 was approximately
100.

As of September 30, 2009 1,553 option shares were outstanding under the
Company's employee stock option plan.

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

Liquidity and Capital Resources
-------------------------------

The Company had $2,809 cash at quarter end September 30, 2009. The company had
an accumulated deficit of $5,838,604 compared to an accumulated deficit at
September 30, 2008 of $5,846,822

Forward-looking Information
---------------------------

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

Item 3 Quantitative and Qualitative Disclosure About Market Risk
----------------------------------------------------------------

Not Applicable.

Item 4T. Controls and Procedures
--------------------------------

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

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

Changes in Internal Controls
----------------------------

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

Limitations on the Effectiveness of Controls
--------------------------------------------

Our President and CEO, does not expect that our Disclosure Controls and internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of a simple error or mistake. 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.
Management's Report on Internal Control over Financial Reporting

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

Our internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the United States of
America, and that receipts and expenditures of the Company are being made only
in accordance with authorizations of management and directors of the Company;
and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Company's assets that could
have a material effect on the financial statements. Because of its inherent
limitations, internal controls over financial reporting may not prevent or
detect misstatements. All internal control systems, no matter how well designed,
have inherent limitations, including the possibility of human error and the
circumvention of overriding controls. Accordingly, even effective internal
control over financial reporting can provide only reasonable assurance with
respect to financial statement preparation. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Our management made an internal assessment of the effectiveness of our internal
control over financial reporting as of 6/30/2009. In making this assessment, it
used the experience of the President and CEO. Based on this evaluation, our
management concluded that the internal control is ineffective since there is a
material weakness in our internal control over financial reporting. A material
weakness is a deficiency, or a combination of control deficiencies, in internal
control over financial reporting such that there is a reasonable possibility
that a material misstatement of the Company's annual or interim financial
statements will not be prevented or detected on a timely basis.
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 the President and CEO with no oversight by another internal professional with
accounting expertise. Our President does possess accounting expertise but our
company does not have an audit committee. This weakness is due to the company's
lack of working capital to hire additional staff. To remedy this material
weakness, we intend to raise additional capital to engage another internal
accountant to assist with financial reporting as soon as our finances will
allow. In the interim we plan to develop additional review by our outside
Director.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual
report.

Part 2. OTHER INFORMATION
-------------------------

Item 1. Legal Proceedings
-------------------------

The Company knows of no legal proceedings contemplated or threatened against it.
The Company is not currently subject to any pending administrative or judicial
enforcement proceedings arising under environmental laws or regulations.

Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
------------------------------------------------------------------

None.

Item 3 DEFAULTS UPON SENIOR SECURITIES
--------------------------------------

None.

Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
------------------------------------------------------------

Not applicable.

Item 5 OTHER INFORMATION
------------------------

Not applicable.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
-----------------------------------------

Exhibit
No. Description
----------- ---------------------------------------------
31.1 Certificate of the Chief Executive Officer
and Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of
2002.

32.1 Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.

* * * * * *

Pursuant to the requirements 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 NATURAL RESOURCES CORP.
(Registrant)

DATE: Nov 13, 2009 By: /s/ Wayne Doss
--------------
Wayne Doss
President & CEO and CFO

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