ETHEMA HEALTH Corp - Quarter Report: 2010 March (Form 10-Q)
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 March 31, 2010
NOVA NATURAL RESOURCES CORPORATION
(Name of Small Business Issuer in its charter)
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Colorado
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84-1227328
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(State or other jurisdiction
Of incorporation) |
(I.R.S. Employer
Identification No.)
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2000 NE 22nd ST
Wilton Manors, Fl 33305
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(828)489-9409
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(Address of principal executive offices)
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(issuer's phone number)
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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-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 March 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 $.10 par value as of March 31, 2010 is 5,021,764
NOVA NATURAL RESOURCES CORPORATION
Index to Form 10-Q
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PART 1. FINANCIAL INFORMATION
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Page No.
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Item 1.
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Financial Statements
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Balance Sheets at March 31, 2010 (unaudited)
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5 | |
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Statements of Operations and Accumulated Surplus for the
three months ended March 31, 2010 and 2009 (unaudited)
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6 | |
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Statements of Cash Flow ended March 31, 2010 and 2009
(unaudited)
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7 | |
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Report of Independent Registered Public Accounting Firm
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11 | |
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Item 2
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Management discussion and Analysis of Financial Condition and Results of Operations
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12 |
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Item 3
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Quantitative and Qualitative disclosure about Market Risk
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14 |
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Item 4T
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Controls and Procedures
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14 |
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PART 2. OTHER INFORMATION
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Item 1
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Legal Proceedings
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16 |
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Item 2
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Unregistered Sales of Equity Securities and Use of Proceeds
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16 |
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Item 3
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Defaults upon Senior Securities
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16 |
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Item 4
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Submission of Matters to a Vote of Security Holders
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16 |
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Item 5
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Other Information
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16 |
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Item 6
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Exhibits
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16 |
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Signatures
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16 |
NOVA NATURAL RESOURCES CORPORATION
Financial Statements
March 31, 2010 and 2009
NOVA NATURAL RESOURCES CORPORATION
Financial Statements
March 31, 2010 and 2009
TABLE OF CONTENTS
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Page(s)
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Balance Sheets as of March 31, 2010 and December 31, 2009
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1
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Statements of Operations for the three months ended March 31, 2010 and 2009
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2
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Statements of Cash Flows for the three months ended March 31, 2010 and 2009
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3
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Notes to the Financial Statements
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4-7
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NOVA NATURAL RESOURCES CORPORATION
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Balance Sheets
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March 31,
2010 |
December 31,
2009 |
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(Unaudited)
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ASSETS
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Current assets
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Cash
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$ | 6,957 | $ | 5,550 | ||||
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Total current assets
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6,957 | 5,550 | ||||||
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Total assets
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$ | 6,957 | $ | 5,550 | ||||
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities
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Accounts payable and accrued liabilities
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$ | 9,673 | $ | 10,401 | ||||
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Related party notes
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176,677 | 168,687 | ||||||
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Total current liabilities
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186,350 | 179,088 | ||||||
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Stockholders' deficit
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Common stock; $.01 par value, 50,000,000 shares authorized; 5,021,764 shares
issued and outstanding |
50,218 | 50,218 | ||||||
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Additional paid-in capital
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5,631,664 | 5,631,664 | ||||||
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Accumulated deficit
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(5,861,275 | ) | (5,855,420 | ) | ||||
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Total stockholders' deficit
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(179,393 | ) | (173,538 | ) | ||||
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Total liabilities and stockholders' deficit
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$ | 6,957 | $ | 5,550 | ||||
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See accompanying notes to financial statements
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NOVA NATURAL RESOURCES CORPORATION
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Statements of Operations (Unaudited)
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Three months ended March 31,
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2010
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2009
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Revenues
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$ | - | $ | - | ||||
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Operating expenses
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Travel
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4,528 | - | ||||||
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Professional fees
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541 | - | ||||||
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General and administrative
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786 | 2,542 | ||||||
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Total operating expenses
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5,855 | 2,542 | ||||||
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Net loss
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$ | (5,855 | ) | $ | (2,542 | ) | ||
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Net loss per common share
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$ | (0.00 | ) | $ | (0.00 | ) | ||
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Weighted average shares outstanding
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5,021,764 | 5,021,764 | ||||||
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See accompanying notes to financial statements
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NOVA NATURAL RESOURCES CORPORATION
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Statements of Cash Flows
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Three months ended March 31,
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2010
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2009
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Operating activities
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Net loss
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$ | (5,855 | ) | $ | (2,542 | ) | ||
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Adjustment to reconcile net loss to net cash used in operating activities:
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Accounts payable and accrued liabilities
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(728 | ) | (4,178 | ) | ||||
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Net cash used in operating activities
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(6,583 | ) | (6,720 | ) | ||||
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Investing activities
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- | |||||||
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Financing activities
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Proceeds from related party notes
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7,990 | 6,075 | ||||||
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Net cash used in financing activities
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7,990 | 6,075 | ||||||
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Net change in cash during the year
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1,407 | (645 | ) | |||||
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Beginning cash balance
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5,550 | 849 | ||||||
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Ending cash balance
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6,957 | 204 | ||||||
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Supplemental cash flow information
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Cash paid for interest
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$ | - | $ | - | ||||
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Cash paid for income taxes
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$ | - | $ | - | ||||
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See accompanying notes to financial statements
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NOVA NATURAL RESOURCES CORPORATION
Notes to the Financial Statements
March 31, 2010 and 2009
(Unaudited)
Note 1 Nature and Continuance of Operations
Organization
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.
Unaudited Interim Financial Statements
The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-B. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended August 31, 2009, included in the Company's annual report on the From 10-K filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended February 28, 2010 are not necessarily indicative of the results that may be expected for the year ending August 31, 2010.
Note 2 Summary of Significant Accounting Policies
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. , 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.
NOVA NATURAL RESOURCES CORPORATION
Notes to the Financial Statements
March 31, 2010 and 2009
(Unaudited)
Note 2 Summary of Significant Accounting Policies - (continued)
Going concern
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses, and (2) as a last resort, seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Recently Implemented Standards
ASC 855, Subsequent Events ("ASC 855") (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company's evaluation of its subsequent events. ASC 855 defines two types of subsequent events, "recognized" and "non-recognized". Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations.
NOVA NATURAL RESOURCES CORPORATION
Notes to the Financial Statements
March 31, 2010 and 2009
(Unaudited)
Note 2 Summary of Significant Accounting Policies - (continued)
Recently Implemented Standards (continued)
In February 2010, the FASB issued amended guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and we adopted these new requirements for the period ended March 31, 2010. The adoption of this guidance did not have a material impact on our financial statements.
In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance will become effective for the Company with the reporting period beginning July 1, 2011. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements.
Note 3 – Subsequent Events
The Company has evaluated subsequent events through May 17, 2010 and determined there are no events to disclose.
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 March 31, 2010 and 2009 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
May 14, 2010
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 June 2004 Nova entered into an agreement to purchase the assets of two Gas Stations located in Anyang City, Henan Province, China from Great Frame International Enterprise Limited, a Hong Kong Company. The stations were equipped with LPG refilling equipment. The stations along with a recently acquired LPG conversion technology would allow Nova to continue the conversion of additional vehicles within the Anyang market and expand into other markets within the region. The stations had the capacity to generate in excess of two million dollars in combined fuel alternatives, but the primary focus was to convert and service LPG vehicles. This was due to higher gross margins and the positive environmental impact. Nova intended to issue 600,000 shares of common stock at an agreed price of $2.00 per share, for a total purchase price of $1,200,000. The majority owner and President/Director of Great Frame International Enterprise Limited was Wang Li; Ms Li was also a director of Nova. Upon the completion of the proposed agreement Wang Li would have become the largest shareholder of NOVA with approximately 45% of the issued and outstanding shares. This acquisition was designed to prove the LPG conversion technology was a benefit for both Nova and the Chinese market. The average cost to convert a taxi from gas to LPG was approximately $420 and the conversion cost for a bus was approximately 25% higher. It was estimated that the average taxi would drive 450KM per day with a monthly fuel saving of $73.00, creating a pay back for the driver in six months. The pay back for a bus was approximately one and a half years, but combined with the positive environmental results the local governments were eager to convert. The company expected the primary growth revenue generator would be the refilling of the LPG vehicles; the current gross margin was 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 March 31, 2010 with no trading activity. The number of record holders of the Company's Common Stock as of March 31, 2010 was approximately 100.
As of March 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 anticipates that it will proceed with a 15C211 application to seek support and approval to return to active trading within the near future.
The Company has not paid any dividends on its Common Stock and does not expect to do so in the foreseeable future. The Company intends to employ its cash flow and earnings, if any, for working capital needs.
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.
The company is in the final stages of securing leasehold interest in a Medical Clinic in Canada including a long tern lease of the facility, with Medical Consulting Services provided by a third party, and the clinic operational status to be incorporated in a Canadian Company fully owned by Nova Natural Resources Inc. The detailed results will be announced prior to the filing of the next quarterly report.
Liquidity and Capital Resources
The Company had $6,957 cash at quarter end March 31, 2010. The company had an accumulated deficit of $5,861,275 compared to an accumulated deficit at December 31, 2009 of $5,855,420
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
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 Mar 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. 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.
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
Item 3 DEFAULTS UPON SENIOR SECURITIES
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
Item 5 OTHER INFORMATION
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Exhibit
No.
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Description
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31.1
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Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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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)
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DATE: May 14, 2010
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By:
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/s/ Wayne Doss | |
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Wayne Doss
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President & CEO and CFO
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