ETHEMA HEALTH Corp - Annual Report: 2010 (Form 10-K)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 2010
NOVA NATURAL RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Colorado |
| 0-15078 |
| 84-1227328 |
(State or other jurisdiction |
| (Commission |
| (I.R.S. Employer |
Of incorporation) |
| File No.) |
| Identification No.) |
Suite 300, 5734 Yonge Street, North York, Ontario M2M 3V3
(Address of principal executive offices) (Zip Code)
(416) 222-5501
(Registrant's telephone number, including area code)
Securities registered under Section 12(b) of the Act: NONE
Securities registered under Section
12(g) of the Act:
Common Stock, $.01 Par Value
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .
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-K or any amendment to this Form 10-K. X .
Issuer's revenues for its most recent fiscal year totaled: $191,256Documents Incorporated by Reference: None
Transitional Small Business Disclosure Format: Yes . No X .
As of December 31, 2010, the Registrant had outstanding no shares of Convertible Preferred Stock, $1.00 par value issued and outstanding.
Number of Shares of Common Stock Outstanding $.01 par value as of December 31, 2010, 5,021,764
Transitional Small Business Disclosure Format Yes . No X .
NOVA NATURAL RESOURCES CORPORATION
TABLE OF CONTENTS
|
| Page |
| PART I |
|
|
|
|
Item 1. | Business | 3 |
Item 1A. | Risk Factors | 4 |
Item 2. | Description of Property | 4 |
Item 3. | Legal Proceedings | 5 |
Item 4. | Submission of Matter to a Vote of Security Holders | 5 |
|
|
|
| PART II |
|
|
|
|
Item 5. | Market for Common Equity and Related Stockholder Matters | 5 |
Item 6. | Selected Financial Data | 6 |
Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 6 |
Item 7A. | Quantitative and Qualitative Disclosure about Market Risk | 7 |
Item 8. | Financial Statements and Supplementary Data | F-1 |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 8 |
Item 9A(T). | Controls and Procedures | 8 |
|
|
|
| PART III |
|
|
|
|
Item 10. | Directors, Executive Officers and Corporate Governance | 9 |
Item 11. | Executive Compensation | 11 |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related shareholder Matters | 11 |
Item 13. | Certain Relationships and Related Transactions | 12 |
Item 14. | Principal Accounting Fees and Services | 12 |
|
|
|
| PART IV |
|
|
|
|
Item 15. | Exhibits, Financial Statement Schedules | 12 |
| Signatures | 13 |
2
Item 1. Description of Business
On March 29, 2010 the company entered into an agreement with Greenestone Clinic Inc. (“Greenestone”), a private Canadian corporation, whereby it would provide consulting services to Nova Natural Resources Corporation (“Nova” or “the Registrant” or “the Company”) for the development and operation of medical clinics in the province of Ontario, Canada. The term of the agreement is for one year whereby Greenestone will provide both the medical and business expertise in the initial startup of private clinics. Greenestone will provide the technical assistance to ensure the clinics are in compliance with governmental policy and procedure requirements and the necessary detailed operational requirements to operate the clinics. At the time of entering into this agreement, Greenestone had an operational facility with some services Nova plans to offer in its first Ontario facility.
Nova was incorporated under Colorado law on April 1, 1993 and is the surviving company of 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 March 29, 2010 the company entered into an agreement with Greenestone Clinic Inc. a private Canadian corporation, whereby it would provide consulting services to Nova for the development and operation of medical clinics in the province of Ontario, Canada. The term of the agreement is for one year whereby Greenestone will provide both the medical and business expertise in the initial startup of private clinics. Greenestone would provide the technical assistance to ensure the clinics are in compliance with governmental policy and procedure requirements and the necessary detailed operational requirements to operate the clinics. At the time of entering into this agreement, Greenestone had an operational facility with some services Nova plans to offer in its first Ontario facility.
On May 15, 2010 Nova secured, through its wholly-owned subsidiary 1816191 Ontario Ltd., (“1816191”)), a sublease of space (which was previously used by a medical clinic) of approximately 8,000 square feet with a term until July 31, 2013 and secured funding for the $75,000 lease deposit. Nova commenced operations in the month of June, as it was able to since it had reached an agreement with Greenstone whereby Greenestone would provide the initial medical services and procedures for the company while Nova builds its own medical staff. Nova will offer various medical services such as endoscopy, minor cosmetic procedures, and will specialize in executive health assessment programs.
On May 25, 2010, Mr. Wayne A. Doss, director of the company placed the name of Dr. Luke Fazio M.D., CM FRCSC, forward for nomination to the Board of Directors of the company. The Board of Directors unanimously resolved that Dr. Luke Fazio MD CM FRCSC be elected to the Board of Directors of Nova Natural Resources Corporation and serve for one year unless reelected for a longer term. Dr. Luke Fazio, 34, completed his medical school training at McGill University in Montreal in 1999. He performed his training in Urology at the University of Western Ontario and became a fellow of the Royal College of Surgeons of Canada in 2004. Dr. Fazio went on to a fellowship in endourology and minimally-invasive surgery at St. Michael's Hospital in Toronto in association with the University of Toronto. Dr. Fazio has been on staff as an attending urologist at Kingston General Hospital in association with Queen's University. Dr. Fazio is currently on staff at Humber River Hospital in Toronto practicing general urology with a special interest in the management of urinary stones and minimally-invasive surgery. Dr. Fazio also served as a member of the medical team at Greenestone in Muskoka, Ontario, Canada.
On May 25, 2010, Mr. Nick Laroche, Director of Nova Natural Resources Corporation resigned and the Board of Directors accepted his resignation.
During the third quarter, the operations at the Finch and Young Clinic continued to increase its medical services with 146 medical procedures performed. The volume of operations continued to increase during the fourth quarter of 2010, such that 172 medical procedures were performed.
For all of fiscal 2010, 337 endoscopy procedures were performed giving rise to gross revenue of $191,256, substantially all of which was earned from the Ontario Health Insurance Plan (“OHIP”). As amounts owing from OHIP are backed by the government of Ontario, we see very little credit risk attributable to revenues billed to or owing from OHIP from time to time.
Key components of operating expenses during the fiscal year ended December 31, 2010 were as follows:
3
-payments to doctors performing services: in general, the doctor performing the actual medical procedure will receive 60% of the amounts we receive from OHIP as payment for the procedure performed; included in operating expenses for 2010 is $118,924 of such amounts owing to doctors
-salaries and wages (primarily) to medical support staff (e.g. nurses, technicians, etc.) in the amount of $90.679
-premises rent of $84,529, and
-professional and management fees to third-party executive level service providers (in Canada) of $109,715.
Employees
At December 31, 2010, Nova had 14 employees, being its President (Shawn Leon) , it’s CEO, (Wayne A. Doss) and 12 employees at its wholly-owned subsidiary, 1816191.
Environmental Regulations
The Company is not currently subject to any pending administrative or judicial enforcement proceedings arising under environmental laws or regulations. Environmental laws and regulations may be adopted in the future which may have an impact upon the Company's operations.
Other Information
On May 15, 2010 the company announced that it had entered into an agreement with Greenestone whereby it would provide consulting services to Nova for the development and operation of medical clinics in the province of Ontario, Canada. The term of the agreement is for one year whereby Greenestone will provide both the medical and business expertise in the initial startup of private clinics. Greenestone will provide the technical assistance to ensure the clinics are in compliance with governmental policy and procedure requirements and the necessary detailed operational requirements to operate the clinics. At the time of entering into this agreement, Greenestone had an operational facility with some services Nova plans to offer in its first Ontario facility.
On May 15, 2010 the company announced that it had secured, through its wholly-owned subsidiary 1816191 Ontario Ltd., (“1816191”)), a sublease of space (which was previously used by a medical clinic) of approximately 8,000 square feet with a term until July 31, 2013 and secured funding for the $75,000 lease deposit. Nova commenced operations in the month of June, as it was able to since it had reached an agreement with Greenstone whereby Greenestone would provide the initial medical services and procedures for the company while Nova builds its own medical staff. Nova will offer various medical services such as endoscopy, minor cosmetic procedures, and will specialize in executive health assessment programs.
On May 25, 2010, Mr. Wayne A. Doss, director of the company placed the name of Dr. Luke Fazio M.D., CM FRCSC, forward for nomination to the Board of Directors of the company. The Board of Directors unanimously resolved that Dr. Luke Fazio MD CM FRCSC be elected to the Board of Directors of Nova Natural Resources Corporation and serve for one year unless reelected for a longer term. Dr. Luke Fazio, 34, completed his medical school training at McGill University in Montreal in 1999. He performed his training in Urology at the University of Western Ontario and became a fellow of the Royal College of Surgeons of Canada in 2004. Dr. Fazio went on to a fellowship in endourology and minimally-invasive surgery at St. Michael's Hospital in Toronto in association with the University of Toronto. Dr. Fazio has been on staff as an attending urologist at Kingston General Hospital in association with Queen's University. Dr. Fazio is currently on staff at Humber River Hospital in Toronto practicing general urology with a special interest in the management of urinary stones and minimally-invasive surgery. Dr. Fazio also served as a member of the medical team at Greenestone in Muskoka, Ontario, Canada.
On May 25, 2010, Mr. Nick Laroche, Director of Nova Natural Resources Corporation resigned and the Board of Directors accepted his resignation.
Item 1A. Risk Factors
Not applicable because we are a smaller reporting company.
Item 2. Description of Properties
The executive offices of the Company are located at 5734 Yonge Street, suite 300, Toronto, Ontario, Canada M2M 4E7. The space is approximately 8,000 sq ft.
4
Item 3. Legal Proceedings
The Company knows of no legal proceedings contemplated or threatened against it.
Item 4. Submission of Matter to a Vote of Security Holders
No matters were submitted to a vote of security holders during 2009 or 2010.
Item 5. 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 December 31, 2010 with no trading activity. The company must seek sponsorship by a market maker to file the 15C211 to return to the OTCBB active trading and plans to do so in 2011. The number of record holders of the Company's Common Stock as of December 31, 2010 was approximately 100 in certificate holders.
As of December 31, 2010 1,553 option shares were outstanding under the Company's employee stock option plan.
On 13 August 2003 the shareholders of Nova Natural Resources Corp., by majority consent authorized the Board of Directors to institute a 1 for 3000 reverse stock split with no fractional shares to be issued. Nova, a Colorado Corporation required two thirds majority for such action. The majority consent was approved by two hundred two million one hundred sixth four thousand (202,164,000) votes and constituted an approval in excess of the two thirds required. The board approved the reverse and set the effective date for August 22, 2003. Further, the shareholders authorized the Board of Directors to increase the common stock authorized and issued to 50,000,000 shares following the implementation of the reverse.
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.
Shareholders
The number of record holders of the Company's common stock as of December 31, 2010 was approximately 115.
Dividends
To date, we have not paid any cash dividends on our common stock, nor do we anticipate that we will pay dividends in the foreseeable future. Payment of dividends in the future will depend upon the Company's earnings and its cash requirements at that time.
Securities Authorized for Issuance Under Equity Compensation Plans
As of fiscal 2009, no securities were authorized for issuance under compensation plans previously approved by security holders. As of fiscal 2009, no securities were authorized for issuance under compensation plans not previously approved by security holders.
Equity Securities Issuances During Fiscal 2007/2008
·
On March 31, 2007 the Company issued two million five hundred thousand shares of restricted common stock to each of the new Directors Mr. Putnam and Mr. Laroche, for a total of five million (5,000,000) shares.
·
On March 31, 2007 the Company issued 1,250,000 shares of restricted common stock to its consultant Mr. Wayne A Doss for services.
·
On April 15, 2007, the Company was authorized to issue 10,000,000 shares of restricted common stock for the acquisition of the Lotta Minutes Calling Card rights.
·
On April 30, 2007 the Company was authorized to issue 5,000,000 shares of restricted common stock to two consultants involved in the Lotta Minutes Deal.
·
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.
5
·
On June 20, 2008 the Board of Directors cancelled the authorization for the issuance of five million (5,000,000) shares to Mr. Laroche and Mr. Putnam which were authorized March 31, 2007, but were never issued. The Board of Directors initially approved the issuance of 2,500,000 shares of rule144 restricted common stock for each Director. The Board felt the shares were not warranted. The Board approved the issuance of one million (1,000,000) shares of rule 144 restricted common stock for Mr. Doss the current President and CEO for services to the company since Mr. Doss has served without salary since the October 1, 2007 appointment.
·
On July 1, 2008 the Board of Directors approved the conversion of a Convertible Note Payable in the amount of 19,000.00 to convert at .02 per share for the issuance of nine hundred fifty thousand shares (950,000) of rule-144 restricted common stock.
Item 6. Selected Financial Data
Not Applicable because we are a smaller reporting company.
Item 7. Management Discussion and Analysis
The following Management's Discussion and Analysis ("MD&A) for the twelve month period ended December 31, 2010 compared with the twelve month period ended December 31, 2009 provides readers with an overview of the operations of Nova Natural Resources Corporation ("Nova"). The MD&A provides information that the management of Nova believes is important to access and understand the results of operations and the financial condition of the Company.
Our objective is to present readers with a view of Nova through the eyes of management.
This discussion and analysis should be read in conjunction with Nova's financial statements and accompanying notes to the financial statements for the twelve month period ended December 31, 2010.
About Nova Natural Resources Corporation
Nova has been a business in transition since the divesture of the electronic business. Management has reviewed many business opportunities but has passed on those that did not ensure the company with free and clear assets and exclusive protection of the opportunity. On March 29, 2010 the company entered into an agreement with Greenestone whereby it would provide consulting services to Nova for the development and operation of medical clinics in the province of Ontario, Canada. The term of the agreement is for one year whereby Greenestone will provide both the medical and business expertise in the initial startup of private clinics. Greenestone will provide the technical assistance to ensure the clinics are in compliance with governmental policy and procedure requirements and the necessary detailed operational requirements to operate the clinics. At the time of entering into this agreement, Greenestone had an operational facility with some services Nova plans to offer in its first Ontario facility.
During the third quarter, the operations at the Finch and Young Clinic continued to increase its medical services with 146 medical procedures performed. The volume of operations continued to increase during the fourth quarter of 2010, such that 172 medical procedures were performed.
For all of fiscal 2010, 337 endoscopy procedures were performed giving rise to gross revenue of $191,256, substantially all of which was earned from the Ontario Health Insurance Plan (“OHIP”). As amounts owing from OHIP are backed by the government of Ontario, we see very little credit risk attributable to revenues billed to or owing from OHIP from time to time.
Key components of operating expenses during the fiscal year ended December 31, 2010 were as follows:
-payments to doctors performing services: in general, the doctor performing the actual medical procedure will receive 60% of the amounts we receive from OHIP as payment for the procedure performed; included in operating expenses for 2010 is $118,924 of such amounts owing to doctors
-salaries and wages (primarily) to medical support staff (e.g. nurses, technicians, etc.) in the amount of $90.679
-premises rent of $84,529, and
-professional and management fees to third-party executive level service providers (in Canada) of $109,715
6
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:
Forward-looking Information
This Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-K which is not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may", "will", "expect", "believe", "anticipate", "estimate", or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties and actual results may differ materially depending on a variety of factors, many of which are not within the Company's control.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable because we are a smaller reporting company.
7
Item 8. Financial Statements and Supplementary Data
NOVA NATURAL RESOURCES CORPORATION
Financial Statements
December 31, 2010 and 2009
TABLE OF CONTENTS
| Page(s) |
Report of Independent Registered Public Accounting Firm | F-2 |
Balance Sheets as of December 31, 2010 and 2009 | F-3 |
Statements of Operations for years ended December 31, 2010, 2009 and 2008 | F-4 |
Changes in Stockholders' Deficit for the years ended December 31, 2010 and 2009 | F-5 |
Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008 | F-6 |
Notes to the Financial Statements | F-7 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Nova Natural Resources Corporation
We have audited the accompanying balance sheets of Nova Natural Resources Corporation (the Company) as of December 31, 2010 and 2009, and the related statements of operations, changes in stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Natural Resources Corporation as of December 31, 2010 and 2009, and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in financial statement Note 2, the Company has incurred losses since inception. This raises substantial doubt about the Company’s ability to meet its obligations and to continue as a going concern. Management’s plans in regard to this matter are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Eddy Chin Chartered Accountant
Licensed Public Accountant
Thornhill, Ontario
April 15, 2011
F-2
NOVA NATURAL RESOURCES CORPORATION
Consolidated Balance Sheets
|
| December 31, | ||
|
| 2010 |
| 2009 |
ASSETS |
|
|
|
|
Current assets |
|
|
|
|
Cash | $ | 48,376 | $ | 5,550 |
Accounts receivable |
| 40,907 |
| - |
Prepaid expenses |
| 52,436 |
| - |
Other current assets |
| 10,965 |
| - |
|
|
|
|
|
Total current assets |
| 342,695 |
| 5,550 |
|
|
|
|
|
Fixed Assets, net of accumulated depreciation |
| 342,695 |
| - |
|
|
|
|
|
Total assets | $ | 495,379 | $ | 5,550 |
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
Current liabilities |
|
|
|
|
Bank overdraft | $ | 15 | $ | - |
Accounts payable and accrued liabilities |
| 298,529 |
| 10,401 |
Notes payable, current portion |
| 420,601 |
| - |
Related party notes |
| 404,895 |
| 168.687 |
|
|
|
|
|
Total current liabilities |
| 1,124,040 |
| 179,088 |
|
|
|
|
|
Notes payable, net of current portion |
| 25,000 |
| - |
|
|
|
|
|
Total liabilities |
| 1,149,040 |
| 179,088 |
|
|
|
|
|
Stockholders' deficit |
|
|
|
|
Common stock; $.01 par value, 50,000,000 shares authorized; 5,021,764shares issued and outstanding |
| 50,218 |
| 50,218 |
Additional paid-in capital |
| 5,631,664 |
| 5,631,664 |
Accumulated deficit |
| (6,322,688) |
| (5,855,420) |
|
|
|
|
|
Total stockholders' deficit |
| (653,661) |
| (173,538) |
|
|
|
|
|
Total liabilities and stockholders' deficit | $ | 495,379 | $ | 5,550 |
See accompanying notes to financial statements
F-3
NOVA NATURAL RESOURCES CORPORATION
Consolidated Statement of Operations
|
| Year Ended December 31, | ||||
|
| 2010 |
| 2009 |
| 2008 |
|
|
|
|
|
|
|
Revenues | $ | 191,207 | $ | - | $ | - |
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
Travel |
| 33,251 |
| - |
| - |
Depreciation |
| 51,229 |
| - |
| - |
Professional fees |
| 179,127 |
| - |
| - |
Rent |
| 84,509 |
| - |
| - |
Education |
| 6,067 |
| - |
| - |
Meals and entertainment |
| 10,300 |
| - |
| - |
Salaries and wages |
| 90,656 |
| - |
| - |
Medical records |
| 22,556 |
| - |
| - |
General and administrative |
| 61,629 |
| 39,719 |
| 14,289 |
|
|
|
|
|
|
|
Total operating expenses |
| 539,324 |
| 39,179 |
| 14,289 |
|
|
|
|
|
|
|
Other expense |
|
|
|
|
|
|
Interest expense |
| 257 |
| - |
| - |
|
|
|
|
|
|
|
Net loss applicable to common shareholders | $ | (467,268) | $ | (39,719) | $ | (14,289) |
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
|
|
|
Foreign currency translation adjustment | $ | (12,855) | $ | - | $ | - |
|
|
|
|
|
|
|
Total comprehensive loss | $ | (480,123) | $ | (39,719) | $ | (14,289) |
|
|
|
|
|
|
|
Net loss per common share | $ | (0.09) | $ | (0.01) | $ | (0.00) |
|
|
|
|
|
|
|
Weighted average shares outstanding |
| 5,021,764 |
| 5,021,764 |
| 5,021,764 |
See accompanying notes to financial statements
F-4
NOVA NATURAL RESOURCES CORPORATION
Statement of Changes in Stockholders' Deficit
|
|
|
|
| Additional |
| Other |
|
|
|
|
| Common Stock |
| Paid-in |
| Comprehensive |
| Accumulated |
|
| ||
| Shares |
| Amount |
| Capital |
| Income |
| Deficit |
| Total |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007 | 8,071,764 | $ | 80,718 | $ | 5,622,164 | $ | - | $ | (5,801,382) | $ | (98,500) |
Adjustment | - |
| - |
| - |
| - |
| (30) |
| (30) |
Common stock rescinded | (4,000,000) |
| (40,000) |
| - |
| - |
| - |
| (40,000) |
Common stock issued for convertible note | 950,000 |
| 9,500 |
| 9,500 |
| - |
| - |
| 19,000 |
Net loss, year ended December 31, 2009 | - |
| - |
| - |
| - |
| (14,289) |
| (14,289) |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009 | 5,021,764 |
| 50,218 |
| 5,631,664 |
| - |
| (5,815,701) |
| (133,819) |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss, year ended December 31, 2009 | - |
| - |
| - |
| - |
| (39,719) |
| (39,719) |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009 | 5,021,764 |
| 50,218 |
| 5,631,664 |
| - |
| (5,855,420) |
| (173,538) |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation loss | - |
| - |
| - |
| (12,855) |
| - |
| (12,855) |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss, year ended December 31, 2010 | - |
| - |
| - |
| - |
| (467,268) |
| (467,268) |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2010 | 5,021,764 | $ | 50,218 | $ | 5,531,664 | $ | (12,855) | $ | (6,322,688) | $ | (653,661) |
See accompanying notes to financial statements
F-5
NOVA NATURAL RESOURCES CORPORATION
Consolidated Statements of Cash Flows
|
| Year Ended December 31, | ||
|
| 2010 |
| 2009 |
Operating activities |
|
|
|
|
Net loss | $ | (467,268) | $ | (39,719 |
Adjustment to reconcile net loss to net cash used in |
|
|
|
|
operating activities: |
|
|
|
|
Depreciation expense |
| 51,229 |
| - |
Changes in operating assets |
|
|
|
|
Accounts receivable |
| (39,704) |
| - |
Prepaid expenses |
| (50,894) |
| - |
Other current assets |
| (10,643) |
|
|
Accounts payable and accrued liabilities |
| 279,392 |
| (9,549) |
|
|
|
|
|
Net cash used in operating activities |
| (237,888) |
| (49,268) |
|
|
|
|
|
Investing activities |
|
|
|
|
Purchase of fixed assets |
| (383,844) |
| - |
|
|
|
|
|
Financing activities |
|
|
|
|
Proceeds from bank overdraft |
| 15 |
| - |
Proceeds from notes payable |
| 433,230 |
| 16,253 |
Proceeds from related party notes |
| 230,784 |
| 13,964 |
|
|
|
|
|
Net cash used in financing activities |
| 664,029 |
| 30,217 |
|
|
|
|
|
Effect of exchange |
| 529 |
| - |
|
|
|
|
|
Net change in cash during the year |
| 48,826 |
| (19,051) |
Beginning cash balance |
| 5,550 |
| 5,044 |
|
|
|
|
|
Ending cash balance |
| 48,376 |
| (14,007) |
|
|
|
|
|
Supplemental cash flow information |
|
|
|
|
Cash paid for interest | $ | - | $ | - |
|
|
|
|
|
Cash paid for income taxes | $ | - | $ | - |
See accompanying notes to financial statements
F-6
NOVA NATURAL RESOURCES CORPORATION
Notes to Financial Statements
December 31, 2010 and 2009
Note 1 - Nature of Business
Nova Natural Resources Corporation (the Company) is a Colorado Corporation formed for the purpose of mineral exploration. Management has decided that the company would be more valuable and the interest of its shareholders would be better served by the sale or reverse merger of the company and is actively looking at new business opportunities.
Note 2 - Significant Accounting Policies
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2009, 2008 or 2007.
Income taxes
The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Fair Value of Financial Instruments
The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2010 and 2009.
FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.
The Company does not have any assets or liabilities measured at fair value on a recurring basis at December 31, 2010. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the years ended December 31, 2010 or 2009.
F-7
Note 2 - Significant Accounting Policies (continued)
Earnings Per Share Information
FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share was the same, at the reporting dates, as there were no common stock equivalents outstanding.
Share Based Expenses
ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights that may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.
Going Concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company have minimal cash and no material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.
Principals of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company transactions and balances have been eliminated.
The Company’s subsidiary’s functional currency is the Canadian dollar (CAD), while the Company’s reporting currency is the U.S. dollar (USD). All transactions initiated in Canadian dollars are translated into U.S. dollars in accordance with ASC 830, "Foreign Currency Translation" as follows:
i) Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.
ii) Equity at historical rates.
iii) Revenue and expense items at the average rate of exchange prevailing during the period.
Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income.
F-8
Note 2 - Significant Accounting Policies (continued)
For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.
Recent Accounting Pronouncements
On September 9, 2009, the Company adopted Accounting Standards Update (“ASU”) No. 2009-01, “Topic 105 - Generally Accepted Accounting Principles - amendments based on Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“ASU No. 2009-01”). ASU No. 2009-01 re-defines authoritative GAAP for nongovernmental entities to be only comprised of the FASB Accounting Standards Codification (“Codification”) and, for SEC registrants, guidance issued by the SEC. The Codification is a reorganization and compilation of all then-existing authoritative GAAP for nongovernmental entities, except for guidance issued by the SEC. The Codification is amended to effect non-SEC changes to authoritative GAAP. Adoption of ASU No. 2009-01 only changed the referencing convention of GAAP in Notes to the Financial Statements.
On February 25, 2010, the FASB issued ASU No. 2010-09 Subsequent Events Topic 855 “Amendments to Certain Recognition and Disclosure Requirements,” effective immediately. The amendments in the ASU remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of US GAAP. The FASB believes these amendments remove potential conflicts with the SEC’s literature. The adoption of this ASU did not have a material impact on the Company’s financial statements.
On March 5, 2010, the FASB issued ASU No. 2010-11 Derivatives and Hedging Topic 815 “Scope Exception Related to Embedded Credit Derivatives.” This ASU clarifies the guidance within the derivative literature that exempts certain credit related features from analysis as potential embedded derivatives requiring separate accounting. The ASU specifies that an embedded credit derivative feature related to the transfer of credit risk that is only in the form of subordination of one financial instrument to another is not subject to bifurcation from a host contract under ASC 815-15-25, Derivatives and Hedging — Embedded Derivatives — Recognition. All other embedded credit derivative features should be analyzed to determine whether their economic characteristics and risks are “clearly and closely related” to the economic characteristics and risks of the host contract and whether bifurcation is required. The ASU will be effective for the Company in the fourth quarter of 2010. Early adoption is permitted. The adoption of this ASU will not have a material impact on the Company’s financial statements.
In April 2010, the FASB codified the consensus reached in Emerging Issues Task Force Issue No. 08-09, “Milestone Method of Revenue Recognition.” FASB ASU No. 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. FASB ASU No. 2010-17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The Company does not expect this ASU will have a material impact on its financial position or results of operations when it adopts this update on October 1, 2010.
Note 3 - Stockholders' Equity
Common stock
The authorized common stock of the Company consists of 50,000,000 shares with par value of $0.001. As of December 31, 2010 and 2009 the Company had 5,021,764 shares of its $0.001 par value common stock issued and outstanding.
Net loss per common share
Net loss per share is computed using the basic and diluted weighted average number of common shares outstanding during the period. The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding unless common stock equivalent shares are anti-dilutive. Dilutive potential common shares are additional common shares that will be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during the period ended December 31, 2010.
F-9
Note 4 - Income Taxes
Current or deferred U.S. federal income tax provision or benefits have not been provided for any of the periods presented because the company has experienced operating losses since inception. Under ACS 740 “Income Taxes,” when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. The company has provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that they will not earn income sufficient to realize the deferred tax assets during the carry forward period.
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the period ended December 31, 2010 or 2009, applicable under ACS 740. As a result of the adoption of ACS 740, the company did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet.
The component of the Company’s deferred tax asset as of December 31, 2010 and 2009 is as follows:
| 2010 |
| 2009 | |||
Net operating loss carry forward | $ | 6,322,688 |
| $ | 5,855,420 | |
Valuation allowance |
| (6,322,688) |
|
| (5,855,420) | |
Net deferred tax asset | $ | - |
| $ | - | |
A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows:
| 2010 |
| 2009 | ||
Tax at statutory rate | $ | 163,544 |
| $ | 13,902 |
Valuation allowance |
| (163,544) |
|
| (13,902) |
Net deferred tax asset | $ | - |
| $ | - |
The Company did not pay any income taxes during the years ended December 31, 2010 or 2009
The net federal operating loss carry forward will expire in 2023. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
Note 5 - Related Party Transactions
The Company neither owns nor leases any real or personal property from a related party.
During the year, an officer or resident agent of the corporation provided office administration services without charging the company. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.
The officers and directors for the Company are involved in other business activities and opportunities that, in the future, may result in potential conflicts of interest between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts.
The Company has received advances from related parties totaling $230,784 during the year to fund operations. These advances have been converted to notes that are non-interest bearing, due on demand and as such are included in current liabilities. Imputed interest has been considered, but is immaterial to the financial statements as a whole. These notes are convertible to common stock at the option of the holder at rates of $0.01 or $0.02 per share.
Note 6 - Warrants and Options
There were 1,533 stock options previously outstanding that were rescinded during the year ended December 31, 2010.
F-10
Note 7 – Convertible Debentures
The Series A convertible debentures were issued on December 1, 2010 for cash consideration. These debentures bear no interest and are convertible into common shares of Nova at the rate of $0.10 per share between June 1, 2011 and their maturity date of December 1, 2012. All convertible debentures still outstanding as at their date of maturity will automatically be converted into common stock at the rate of $0.10 per share.
Note 8 – Commitments and Contingencies
The Company has entered into an operating sub-lease for office space that expires in July 31, 2013. The rental payments are approximately $247,000 in 2011, $269,000 in 2012 and $169,000 in 2013. Total rental payments through the life of the lease are approximately $763,000.
Note 9 – Subsequent Events
Subsequent to the end of the year the Company entered into an agreement to lease premises in Bala, Ontario at market terms and conditions with a company controlled by a director of the Company for the operation of Nova’s second medical facility.
Subsequent to the end of the year, the Trust issued $48,000 of Series B convertible debentures in satisfaction of liabilities related to services provide to Nova. These debentures bear no interest and are convertible into common shares of Nova at the rate of $0.10 per share between six months after their date of issuance and their maturity date of two years from their date of issuance. All convertible debentures still outstanding as at their date of maturity will automatically be converted into common stock at the rate of $0.10 per share.
Subsequent to the end of the year, the Trust issued $455,000 of Series C convertible debentures. The Series C convertible debentures were issued on March 31, 2011 for cash consideration. These debentures bear no interest and are convertible into common shares of Nova at the rate of $0.15 per share between September 30, 2011 and their maturity date of March 31, 2013. All convertible debentures still outstanding as at their date of maturity will automatically be converted into common stock at the rate of $0.15 per share.
Note 10 – Convertible Debt
During the year ended December 31, 2010, the Company issued a total of $245,500 USD and $420,559 CAD of convertible notes. The notes are convertible at the option of the holder up to the mandatory conversion date. The Company has adequate common shares in its treasury to cover the conversions if all notes are exercised. There are the following convertible notes issued at the conversion rate indicated.
Note | Amount | Currency | Date | Conversion Price in USD | Number of Shares | Effect on Dilution | |
1 | $ 50,500.00 | U.S. | 04/1/2010 | $ 0.01 | 5,050,000 |
| 21.93% |
2 | 170,000.00 | U.S. | 10/1/2010 | 0.02 | 8,500,000 |
| 36.91% |
3 | 10,000.00 | CDN | 12/1/2010 | 0.10 | 100,000 | * | 0.43% |
4 | 25,000.00 | CDN | 12/1/2010 | 0.10 | 250,000 | * | 1.09% |
5 | 25,000.00 | CDN | 12/1/2010 | 0.10 | 250,000 | * | 1.09% |
6 | 25,000.00 | CDN | 12/1/2010 | 0.10 | 250,000 | * | 1.09% |
7 | 50,000.00 | CDN | 12/1/2010 | 0.10 | 500,000 | * | 2.17% |
8 | 10,000.00 | CDN | 12/1/2010 | 0.10 | 100,000 | * | 0.43% |
9 | 10,559.00 | CDN | 12/1/2010 | 0.10 | 105,590 | * | 0.46% |
10 | 15,000.00 | CDN | 12/1/2010 | 0.10 | 150,000 | * | 0.65% |
11 | 150,000.00 | CDN | 12/1/2010 | 0.10 | 1,500,000 | * | 6.51% |
12 | 25,000.00 | CDN | 12/1/2010 | 0.10 | 250,000 | * | 1.09% |
13 | 25,000.00 | CDN | 12/1/2010 | 0.10 | 250,000 | * | 1.09% |
14 | 50,000.00 | CDN | 12/1/2010 | 0.10 | 500,000 | * | 2.17% |
15 | 25,000.00 | U.S. | 12/1/2010 | 0.10 | 250,000 |
| 1.09% |
*Actual number of shares issued if converted will vary depending on the exchange rate at time of conversion.
F-11
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A(T). 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 effective.
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.
8
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 12/31/2010. In making this assessment, it used the experience of the President and CEO. Based on this evaluation, our management concluded that the internal control is ineffective since there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
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.
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.
Item 10. Directors, Executive Officers, and Corporate Governance
The following table sets forth the names and ages of the member(s) of our Board of Directors and our executive officers and the positions held by each.
Name |
| Age |
| Position |
Wayne A. Doss |
| 57 |
| President, chief executive officer and director |
DR Luke Fazio |
| 34 |
| Director |
Mr. Doss was elected as president, chief executive officer and director in October 2007.
Set forth below are descriptions of the background of the executive officer and director of the Company and principal occupations for the past five years:
Wayne A. Doss was elected as president, chief executive officer and director of Nova Natural Resources Corporation in October 2007 and has acted in a consultant capacity since 2003. Before being elected as president, chief executive officer and director of Nova Mr. Doss was a business consultant for several Public Companies. Mr. Doss was the President and CEO of Keller Industries and Keller Ladders from 1989 to 2000, until the unit was sold. Keller was a 250,000,000 building products company with over 4,000 employees.
The President and Chief Executive Officer was appointed by the Board of Directors and holds office at the discretion of the Board.
None of the officers or Board member(s) has been involved in any bankruptcy petition filed by or against any business of which they were a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time.
None of the officers or Board member(s) has any conviction in a criminal proceeding or is subject to a pending criminal proceeding.
9
None of the officers or Board members is subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. None of the officers or Board members have been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.
Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our officers and directors and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership of equity securities of Nova with the SEC. Officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) forms that they file. Mr. Wayne Doss has not filed Form 4 Statement of Changes in Beneficial Ownership but his holdings are reflected in this filing.
On March 29, 2010, Mr. Wayne A. Doss, Director of the company placed the name of Dr. Luke Fazio MD CM FRCSC, forward for nomination to the Board of Directors of the company. The Board of Directors unanimously resolved that Dr. Luke Fazio MD CM FRCSC be elected to the Board of Directors of Nova Natural Resources Corporation and serve for one year unless reelected for a longer term.Dr. Luke Fazio, 34, completed his medical school training at McGill University in Montreal in 1999. He performed his training in Urology at the University of Western Ontario and became a fellow of the Royal College of Surgeons of Canada in 2004. Dr. Fazio went on to a fellowship in endourology and minimally-invasive surgery at St. Michael's Hospital in Toronto in association with the University of Toronto. Dr. Fazio has been on staff as an attending urologist at Kingston General Hospital in association with Queen's University. Dr. Fazio is currently on staff at Humber River Hospital in Toronto practicing general urology with a special interest in the management of urinary stones and minimally-invasive surgery. Dr. Fazio also serves as a member of the medical team at Greenestone Clinic in Muskoka, Ontario, Canada
Code of Ethics
The Board of Directors adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers and employees, including our CEO and senior officers. A copy of our Code of Ethics is attached hereto as an Exhibit 14. Shareholders may also request a copy of the Code of Ethics from:
Nova Natural Resources Corporation Attention: Investor Relations 2000 NE 22nd Street Wilton Manors, Fl. 33305
Board Meetings and Committees
On March 29, 2010, Mr. Wayne A. Doss, Director of the company placed the name of Dr. Luke Fazio MD CM FRCSC, forward for nomination to the Board of Directors of the company. The Board of Directors unanimously resolved that Dr. Luke Fazio MD CM FRCSC be elected to the Board of Directors of Nova Natural Resources Corporation and serve for one year unless reelected for a longer term.Dr. Luke Fazio, 34, completed his medical school training at McGill University in Montreal in 1999. He performed his training in Urology at the University of Western Ontario and became a fellow of the Royal College of Surgeons of Canada in 2004. Dr. Fazio went on to a fellowship in endourology and minimally-invasive surgery at St. Michael's Hospital in Toronto in association with the University of Toronto. Dr. Fazio has been on staff as an attending urologist at Kingston General Hospital in association with Queen's University. Dr. Fazio is currently on staff at Humber River Hospital in Toronto practicing general urology with a special interest in the management of urinary stones and minimally-invasive surgery. Dr. Fazio also serves as a member of the medical team at Greenestone Clinic in Muskoka, Ontario, Canada.
On March 29, 2010, Mr. Nick Laroche, Director of Nova Natural Resources Corporation resigned and the Board of Directors accepted the resignation.
On November 29, 2010, Mr. Wayne A. Doss, Director of the company placed the name of Shawn Leon, forward for nomination to theBoard of Directors of Nova and appointment to the position of President. The Board of Directors unanimously resolved that Mr. Shawn Leon be elected to the Board of Directors and be appointed President of Nova Natural Resources Corporation and serve for one year as Director
unless reelected for a longer term. Mr. Doss will continue to serve as the Company Chief Executive Officer.
Shawn Leon, 51, Graduated with Honors in Business Administration, Wilfrid Laurier University in 1982. Mr. Leon has a diversity of experience in many business enterprises such as; real estate development and construction, and experience in private and public companies. Mr. Leon has held various managerial and owner positions in these companies which have included; IT, Communications, Industrial Minerals,Mining, Oil and Gas exploration, Dimensional Stone Manufacturing, Aggregates, Hospitality, and Medical Services.
10
On April 14, 2011, Shawn Leon, President and Director of the company placed the name of Michael Howlett forward for nomination to the Board of Directors of the company. The Board of Directors unanimously resolved that Michael Howlett be elected to the Board of Directors of Nova Natural Resources Corporation and serve for one year unless reelected for a longer term.
Michael Howlett 60, brings more than three decades of experience in the private sector. His background includes a long and distinguished career with the Preston Group of Companies that culminated in his role as Chair and CEO, responsible for strategic planning, operations and mergers and acquisitions.
When acquired by OE Canon, Mr. Howlett dedicated his attention to helping re-shape the not-for-profit sectors. His work with the Canadian Diabetes Association as President and CEO led the organization to national and international recognition through its research, education programs and influence in changing public policy. In 2008, he accepted an invitation from the Government of Canada to direct the two-year launch of the Mental Health Commission and created the financial, strategic and operational framework that would support its ten-year mandate to generate awareness and understanding of mental health.
Now, as Chariman and Chief Executive Officer of Carmichael & Holmes Inc., he consults to a number of businesses throughout Canada and the United States, as well as in England and Europe. His focus is maximizing an organization’s potential to ensure profitability and growth. He brings extensive experience in the development, management and re-engineering of both start-up and established organizations in a broad range of sectors.
(b) On April 14, 2011, Wayne A Doss, Chief Executive Officer and Director of Nova Natural Resources Corporation resigned and the Board of Directors accepted the resignation. Mr. Doss is leaving to focus on other business opportunities.
Audit Committee
We currently do not have an Audit Committee, the Board currently handles the duties of the Audit Committee. The Company does not believe that not having an Audit Committee will have any adverse effect on its financial statements, based upon current operations. Management will assess whether an Audit Committee may be necessary in the future.
Item 11. Executive Compensation
The President, Chief Executive Officer and Director has received cash compensation for our last fiscal year. There have been no annuity, pension or retirement benefits ever paid to our officers or directors. We currently do not have an employment agreement with the President, Chief Executive Officer and Sole Director.
Summary Compensation Table
The following table shows the compensation for the fiscal year ended December 31, 2010 earned by the President, Chief Executive Officer and Director:
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information regarding the ownership of our common stock as of December 31, 2010 by: (i) each Director; (ii) each of the Named Executives Officers in the Summary Compensation Table; (iii) all Executive Officers and Directors of the Company as a group and (iv) all those known by us to be beneficial owners of more than five percent of our common stock. As of December 31, 2010, there are 5,021,764 shares of common stock outstanding.
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Item 13. Certain Relationships and Related Transactions
None
Item 14. Principal Accountant Fees and Services
In January 2002, the Company's Board engaged Eddy S.L. Chin Chartered Accountant as the independent accountant of the Company.
Fees that we paid to Eddy S.L. Chin Chartered Accountant for the fiscal year ended December 31, 2010, fees paid for the fiscal year ended December 31, 2009 are set forth below:
|
| 2010 |
| 2009 |
Audit fees | $ | 12,000 | $ | 10,000 |
Tax fees |
| 1,200 |
| 0 |
All other fees |
| 0 |
| 0 |
|
|
|
|
|
| $ | 13,200 | $ | 10,000 |
Audit Fees
Audit fees were for professional services rendered for the audit of our annual financial statements for the years ended December 31, 2010, and 2009.
Tax Fees
Tax fees were paid to auditors for tax compliance services during the fiscal years ended December 31, 2010 and no fees for “Tax” were paid in 2009.
All Other Fees
We did not incur any other fees billed by auditors for services rendered to our Company, other than the services covered in "Audit Fees" and “Tax Fees” for the fiscal years ended December 31, 2010, and we did not incur any other fees billed by auditors for services rendered to our Company, other than the services covered in "Audit Fees" for the fiscal years ended December 31, 2009.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
Exhibit No. | Description |
|
|
Exhibit 14 | Code of Ethics |
Exhibit 31.1 | Section 302 Certification of the Chief Executive Officer |
Exhibit 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003 |
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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NOVA NATURAL RESOURCES CORP.
Registrant
DATE: April 17, 2011
By: /S/ Shawn Leon
Shawn Leon
President, CEO
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