New You, Inc. - Quarter Report: 2012 November (Form 10-Q)

f10q-nvmn.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

ACT OF 1934

For the quarterly period ended November 30, 2012

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

ACT OF 1934

For the transition period from __________ to __________

COMMISSION FILE NUMBER 333-136663

NOVA MINING CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA		45-2753483
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9901 I.H. 10 West Suite 800 San Antonio, Texas		78230
(Address of principal executive offices)		(Zip code)

(210) 581-7753

(Registrant's telephone number, including area code)

2903 ½ Frank Gay Rd.

Marcellus, New York 13108

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ] No []

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X ] No []

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of December 28, 2012, the Issuer had 30,000,000 shares of common stock issued and outstanding.

NOVA MINING CORPORATION
NOVEMBER 30, 2012

	PART I – FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	Balance Sheets as of November 30, 2012 and February 29, 2012 (Unaudited)	3
	Statements of Expenses For the three months ended November 30, 2012 and November 30, 2011 (Unaudited) For the nine months ended November 30, 2012 and November 30, 2011 (Unaudited) For the cumulative period from December 29, 2005 (Inception) to November 30, 2012 (Unaudited))	4
	Statements of Cash Flows For the nine months ended November 30, 2012 and November 30, 2011 (Unaudited) For the cumulative period from December 29, 2005 (Inception) to November 30, 2012 (Unaudited))	5
	Notes to Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis or Plan of Operation	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13

	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mining Safety Disclosure	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
	SIGNATURES	18

ITEM 1. FINANCIAL INFORMATION

NOVA MINING CORPORATION
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)
	November 30,			February 29,
	2012			2012

ASSETS
Cash	$	951		$	4,581
Total Current Assets		951			4,581

Total Assets	$	951		$	4,581


LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable	$	2,000		$	2,470
Accounts Payable - Related Party		1,500			1,100
Interest Payable		81,451			31,453
Accrued Liabilities		18,000			4,000
Advance		30,000			-
Notes Payable		660,000			370,000

Total Liabilities		792,951			409,023


Stockholder's Deficit

Preferred Stock, 100,000,000 shares Authorized; $0.00001 par value 0 shares Issued and Outstanding as of November 30, 2012 and February 29, 2012		-			-
Common Stock, 100,000,000 shares Authorized; $0.00001 par value 30,000,000 shares Issued and Outstanding as of November 30, 2012 and February 29, 2012		300			300
Additional Paid-In Capital		132,750			132,750
Deficit Accumulated During the Exploration Stage		(925,050	)		(537,492	)

Total Stockholder's Deficit		(792,000	)		(404,442	)

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT	$	951		$	4,581

The accompanying notes are an integral part of these unaudited financial statements

NOVA MINING CORPORATION
(An Exploration Stage Company)
STATEMENT OF EXPENSES
(Unaudited)

													Cumulative Since
	For the Three			For the Three			For the Nine			For the Nine			December 29, 2005
	Months Ended			Months Ended			Months Ended			Months Ended			(Date of Inception) to
	November 30, 2012			November 30, 2011			November 30, 2012			November 30, 2011			November 30, 2012

Expenses:
General and administrative expenses	$	62,176		$	37,065		$	257,560		$	167,030		$	670,436
Mining Property Costs		-			-			-			-			8,073
Mining Exploration Expense		45,000			-			80,000			13,595			114,460
Impairment of Loan Receivable		-			-			-			-			50,000
Total Operating Expenses		107,176			37,065			337,560			180,625			842,969

Operating Loss		(107,176	)		(37,065	)		(337,560	)		(180,625	)		(842,969	)

Other Income (Expense):
Interest Expense		(21,179	)		(9,951	)		(49,998	)		(20,106	)		(82,081	)

Net Loss	$	(128,355	)	$	(47,016	)	$	(387,558	)	$	(200,731	)	$	(925,050	)

Basic & Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Weighted Average Common Shares Outstanding		30,000,000			30,000,000			30,000,000			30,000,000

The accompanying notes are an integral part of these unaudited financial statements

NOVA MINING CORPORATION
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)

							Cumulative Since
	For the Nine			For the Nine			December 29, 2005
	Months Ended			Months Ended			(Date of Inception) to
	November 30, 2012			November 30, 2011			November 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(387,558	)	$	(200,731	)		(925,050	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Stock Issued for General and Administrative Expenses		-			-			50
Donated Consulting Services and Expenses		-			-			33,000
Changes in operating assets and liabilities:
Prepaid Expenses		-			-			(5,000	)
Accounts Payable		(470	)		(16,536	)		2,000
Accounts Payable - related party		400			1,150			1,500
Interest Payable		49,998			19,477			81,451
Accrued Liabilities		14,000			(20,500	)		23,000
Net Cash Provided used in Operating Activities		(323,630	)		(217,140	)		(789,049	)

CASH FLOWS FROM FINANCING:
Proceeds from Issuance of Common Stock		-			-			100,000
Proceeds from Loans - Related Party		-			-			110,000
Payment on Loans		-			(13,455	)		(15,821	)
Expenses Paid by Non-Related Party as Advance		30,000			-			30,000
Proceeds from Loan - Other		290,000			42,366			565,821
Net Cash (used in) Provided by Financing Activities		320,000			28,911			790,000

Net (Decrease) Increase in Cash		(3,630	)		(188,229	)		951
Cash at Beginning of Period		4,581			197,266			-

Cash at End of Period	$	951		$	9,037		$	951


Non cash disclosures
Reclass of Loan-Related Party to Loan- Third Party	$	-		$	-		$	110,000
Temporary payment applied to Loan-Related Party until funds were re-deposited		-			-			2,366

Supplemental Disclosures
Interest paid	$	-		$	629		$	629
Income taxes paid		-			-			-

The accompanying notes are an integral part of these unaudited financial statements

NOVA MINING CORP.OG, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Nature of Business & Going Concern

Nova Mining, Corp. (‘Nova Mining” or the “Company”), was incorporated in the state of Nevada on December 29, 2005. The Company is an Exploration Stage Company, as defined by ASC 915 “Development Stage Companies”. The Company’s principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its mineral claims contain reserves that are economically recoverable.

Going Concern

The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that Nova Mining will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.

Several conditions and events cast substantial doubt about Nova Mining’s ability to continue as a going concern. Nova Mining has incurred net losses of $925,050 for the period from (inception), December 29, 2005 to November 30, 2012, has had limited revenues and requires additional financing in order to finance its business activities on an ongoing basis. Nova Mining’s future capital requirements will depend on numerous factors including, but not limited to, executing its existing mining based business plan and the pursuit of business opportunities. Nova Mining is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of Nova Mining have committed to meeting its minimal operating expenses.

Management believes that actions presently being taken to revise Nova Mining’s operating and financial requirements provide them with the opportunity to continue as a going concern.

These financial statements do not reflect adjustments that would be necessary if Nova Mining were unable to continue as a going concern. While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If Nova Mining were unable to continue as a “going concern,” then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.

NOTE 2 – RELATED PARTY TRANSACTIONS

As of November 30, 2012, $120,800 has been paid in compensation for services rendered to the President, Vice President and Chairman of the Board of the Directors.

As of November 30, 2012, $4,000 has been paid in compensation for rent to the Vice President.

As of November 30, 2012, all activities of Nova Mining have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by Nova Mining for the use of these facilities and there are no commitments for future use of the facilities.

NOTE 3 - ADVANCES

As of November 30, 2012, a third party paid company expenses in the amount of $30,000. This amount is a non-interest bearing advance due by the Company.

NOVA MINING CORP.OG, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 4 – NOTES PAYABLE

On September 1, 2011, a third party purchased the $110,000 owed to the former President of the Company and this amount was transferred to a promissory note on that date. This loan is unsecured and payable a year from the signed note and is accruing 15% simple interest annually. As of November 30, 2012 the Company owes $110,000 in principal and $20,660 in interest on this note.

During 2011 and 2012, a third party loaned the Company $550,000. These loans are secured by 100% of the assets of the Company and payable a year from the signed note. A $200,000 loan is accruing 10% simple interest annually and the remaining $350,000 in loans are accruing 15% simple interest annually. As of November 30, 2012 the Company owes $550,000 in principal and $60,791 in interest on these notes.

NOTE 5 – CHANGE OF CONTROL

On May 21, 2012 there was a change of control and 25,000,000 shares were transferred from Half Moon Bay Holdings, LLC of which the sole director is Joseph C. Passalaqua to Clarent Services Corp. As of the current date of this filing, neither Joseph C. Passalaqua of Half Moon Bay Holdings, LLC or Clarent Services Corp. are officers or directors of Nova Mining.

NOTE 6-SUBSEQUENT EVENTS

On December 3, 2012 the Company entered into a promissory note agreement with a third party for $50,000. The loan is secured by 100% of the assets of the Company, accrues interest at 15%, and is payable in one year.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report constitute "forward-looking statements." These statements, identified by words such as "plan," "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Part II - Item 1A. Risk Factors" and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents, particularly our Annual Reports, Quarterly Reports and our Current Reports, we file from time to time with the Securities and Exchange Commission (the "SEC").

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

INTRODUCTION

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

During the fiscal year ended February 29, 2008, we completed Phase IA of our exploration program on a claim known as the Columbia VI Claim, which included the placement of a control grid and the collection and analysis of soil and rock samples from the property. At the conclusion of the program, and upon the recommendation of our consulting geologist, we abandoned the exploration program on the Columbia VI Claim and began researching alternate claim sites.

In February 2009, we engaged Consulting Geologist, D. Bain, B.Sc., P.Geo. of DUNCAN BAIN CONSULTING LTD. (“BAIN”), to select an area in Saskatchewan considered favorable for hosting diamondiferous kimberlite pipes. That site was staked by the Mr. Bain and registered with the province of Saskatchewan on March 18, 2009.

Duncan J. Bain, P.Geo. is an independent Qualified Person in accordance with Canadian securities National Instrument 43-101 and as defined in the CIM (Canadian Institute of Mining and Metallurgy) Standards on Mineral Resources and Reserves.

The Bittern Lake Project (“Claim”) consists of one claim of 256 hectares. This claim was registered on March 18, 2009 in the name of Duncan Bain, 49 Midale Crescent, London, Ontario, Canada N5X 3C2. Title to the Claim was subsequently transferred to Nova in April 2009.

The Claim is located in the east-central part of the province of Saskatchewan, in the NW corner of N.T.S. map sheet 73H/13, centered at Latitude 53o 59' North, Longitude 105o 53' West and UTM co-ordinates 5983000 N, 442000 E, Zone 13, using NAD 27 datum. The Claim covers an area of 256 hectares.

The Claim is located within the surveyed (southern) portion of Saskatchewan and is described in terms of legal sections and subdivisions. To maintain the property in good standing, Saskatchewan Energy and Resources (SER) require proof of exploration expenditures, or cash payment in lieu, of $12 per hectare per year (after the first year). These assessment requirements amount to approximately $3,200 for the property. On March 31, 2011, the Company paid the assessment to Saskatchewan Energy and Resources in lieu of work filed.

On March 29, 2011 the Company re-engaged the services of BAIN to direct a Phase 1 Exploration Program on the Claim. The Company has agreed to pay to BAIN approximately $20,000 for the exploration and subsequent report. The Company anticipates the Phase 1 report will include positive findings and form the basis for further exploration of the Claim.

On February 15, 2012 we, entered into a 60 day option agreement with Natural Resources Recovery Guyana (NRRG), an affiliated company of CFG, LLC. NRRG is in the business of gold, diamond, and timber harvesting. The option agreement is for a period of sixty (60) days beginning from the date of the agreement. Nova Mining Corp. paid $5,000 for this option right. The assets for placement are five (5) concessions of gold, diamond, and timber harvesting interest which equates to 6,000 acres of land with the licenses and permits rights in the country of Guyana.

On April 23, 2012 we, entered into a 60 day option agreement with Natural Resources Recovery Guyana (NRRG), an affiliated company of CFG, LLC. NRRG is in the business of gold, diamond, and timber harvesting. The option agreement is for a period of sixty (60) days beginning from the date of the agreement. Nova Mining Corp. paid $5,000 for this option right. The assets for placement are five (5) concessions of gold, diamond, and timber harvesting interest which equates to 6,000 acres of land with the licenses and permits rights in the country of Guyana.

RECENT CORPORATE DEVELOPMENTS

Effective May 21, 2012, a change of control took place and Clarent Services Corp. acquired from Half Moon Bay Holdings, LLC , 25,000,000 shares of common stock of the Registrant, representing all of Half Moon Bay’s holdings of the Registrant. The shares constitute in the approximately 83.33% of the thirty million (30,000,000) issued and outstanding shares of common stock of the Company. There are no arrangements or understandings among members of the former and new control groups and their associates with respect to election of directors or other matters.

Effective May 21, 2012, Mr. Duncan Bain resigned as our President, Chief Executive Officer, and Chief Financial Officer and was appointed as our Vice President. There were no disagreements between Mr. Bain and us regarding any matter relating to our operations, policies or practices. Mr. James Dilger was appointed as President, Chief Executive Officer, and Chief Financial Officer in place of Mr. Bain.

Concurrently with the change of our President, we moved our principal executive offices to:

9901 I.H. 10 West Suite 800

San Antonio, Texas 78230

Our new telephone number is: (210) 581-7753

This location is the office our new President Mr. James Dilger.

PLAN OF OPERATION

The Bittern Lake Property was staked to explore for diamond-bearing kimberlite bodies of the Fort a la Corne type. The property consists of one claim which was staked by Duncan Bain in March 2009. The claim covers an area of 256 hectares in Townships 58, Range 27, Section 1West of the Second Meridian, and falls within N.T.S. map sheet 73H/13. The property lies approximately 60 kilometers NNW of Shore Gold's Star kimberlite body, 75 kilometers NNW of Kensington/DeBeers' 140/141 kimberlites and 25 kilometers W of the Kennecott/War Eagle/Great West Gold kimberlite bodies C-28, 29 and 30.

No exploration work has been carried out on the Bittern Lake property. Fifteen kilometers to the N an airborne magnetic survey was conducted in 1994. From that work three small claim blocks were staked and surveyed with ground-based magnetics. Targets selected from this work were drill tested but no kimberlite was noted. The Bittern Lake project area was selected due to the presence of a circular strong positive gravity anomaly on the edge of a positive linear magnetic anomaly along trend of the main kimberlite field. Accessibility was also a factor in selecting the area.

The Fort a la Corne kimberlite field is one of the world's largest known resources of diamondiferous kimberlite, and is located in east-central Saskatchewan, Canada. Currently 75 kimberlite bodies have been confirmed by drilling since the initial discovery in 1988. The main kimberlite field seems to follow a NNW-oriented trend. The Bittern Lake Property lies along trend NNW from the main field.

The Fort a la Corne area of Saskatchewan is easily accessible by road. The southern half of the area consists of agricultural land, while the northern half is of provincial forest. The kimberlite bodies have no surface expression and are covered by 100 m, on average, of glacial overburden. The Fort a la Corne Joint Venture of Cameco Corp., De Beers Canada Exploration Inc. and Kensington Resources Ltd., holds 63 drill-tested kimberlite bodies. Eight kimberlite bodies are held by Shore Gold Inc., one by Consolidated Pine Channel/Shane Resources/United Carina, and one by Forest Gate Resources. Three kimberlites, held by Great Western Minerals Corp/War Eagle Mining make up one of several sub-clusters of kimberlite bodies found around the main field.

As of August 31, 2012, we had cash on hand of $23,626 and a accumulated deficit of $(796,695). As such, we anticipate that we will require substantial financing in the near future in order to meet our current obligations and to continue our operations. In addition, in the event that we are successful in identifying suitable alternative business opportunities, of which there is no assurance, we anticipate that we will need to obtain additional financing in order to pursue those opportunities.

Currently, we do not have any financing arrangements in place and there are no assurances that we will be able to obtain sufficient financing on terms acceptable to us, if at all. Due to the lack of our operating history and our present inability to generate revenues, our auditors have stated in their audit report included in our audited financial statements for the year ended February 29, 2012 that there currently exists substantial doubt about our ability to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

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

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

FINANCING REQUIREMENTS

From December 29, 2005 (Inception) to August 31, 2012, we have suffered cumulative losses in the amount of $(796,695). We expect to continue to incur substantial losses as we continue the development of our business. Since our inception, we have funded operations through common stock issuances, related party loans, and the support of creditors in order to meet our strategic objectives. Our management believes that sufficient funding will be available to meet our business objectives, including anticipated cash needs for working capital, and are currently evaluating several financing options, including a public offering of securities. However, we do not have any financing arrangements currently in place and there can be no assurance that we will be able to obtain sufficient financing when needed. As a result of the foregoing, our independent auditors believe there exists substantial doubt about our ability to continue as a going concern.

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

GOING CONCERN QUALIFICATION

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred net losses of $(925,050) for the period from December 29, 2005 to November 30, 2012, has no revenues and requires additional financing in order to finance its business activities on an ongoing basis. The Company’s future capital requirements will depend on numerous factors including, but not limited to, executing the company’s mining based business plan and the pursuit of other business opportunities. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses. Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide them with the opportunity to continue as a going concern.

At February 29, 2012, we had $4,581 cash on hand, and a deficit accumulated during the development stage of $(537,492). At November 30, 2012, we had $951 cash on hand, and a deficit accumulated during the development stage of $(925,050). See Liquidity and Capital Resources.

LIQUIDITY AND CAPITAL RESOURCES

It is the intent of our management, stockholders and our President, James Dilger and Vice President, Duncan Bain to provide sufficient working capital necessary to support and preserve the integrity of our Company as a corporate entity. However, there is no legal obligation for either Mr. Dilger or Mr. Bain to provide additional future funding. If our management and/or Mr. Dilger or Mr. Bain ceases to provide us the needed financing and we fail to identify any alternative sources of funding, there will be substantial doubt about our ability to continue as a “going concern”.

We have no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities. As a result, there can be no assurance that sufficient funds will be available to us to enable us to pay the expenses related to such activities.

Regardless of whether or not our cash assets prove to be adequate to meet our operational needs, we may have to compensate providers of services by issuances of our common stock in lieu of cash.

At November 30, 2012, we had $951 cash on hand and an accumulated deficit of $(925,050). Our primary source of liquidity has been from loans from a previous majority shareholder and loans from outside parties, as well as company expenses paid by outside parties, booked as non-bearing advances. As of November 30, 2012, the Company owed $660,000 in principal on notes loaned to the company, $81,451 in interest on the notes and $30,000 in noninterest-bearing advances.

Net cash used in operating activities was $323,630 during the nine-month period ended November 30, 2012.

Net cash provided by financing activities was $320,000 during nine-month period ended November 30, 2012.

Our expenses to date are largely due to accounting fees, consulting fees and officer and director compensation.

To date, we have had minimal revenues and require additional financing in order to finance our business activities on an ongoing basis. Our future capital requirements will depend on numerous factors, including, but not limited to, executing our mining based business plan and the ability to pursue other business opportunities. We are actively pursuing alternative financing and have had discussions with various third parties, although no firm commitments have been obtained to date. In the interim, shareholders of the Company have agreed to meet our minimal operating expenses. We believe that actions presently being taken to revise our operating and financial requirements provide the Company with the opportunity to continue as a “going concern,” although no assurances can be given.

NET LOSS FROM OPERATIONS

The Company had a net loss of $(925,050) for the period from inception through November 30, 2012. The Company had net loss of $(387,558) for the nine months ended November 30, 2012 as compared to a net loss of $(200,731) for the nine months ended November 30, 2011.

CASH FLOW

Our primary source of liquidity has been cash from shareholder loans, loans from outside parties and advances.

WORKING CAPITAL

As of February 29, 2012, the Company had total current assets of $4,581 and total current liabilities of $409,023, resulting in working capital deficit of $404,442. As of November 30, 2012, the Company had total current assets of $951 and total current liabilities of $792,951, resulting in a working capital deficit of $792,000.

THREE MONTHS ENDED NOVEMBER 30, 2012 COMPARED TO THE THREE MONTHS ENDED NOVEMBER 30, 2011

LACK OF REVENUES

We are an exploration stage company with limited operations since our inception on December 29, 2005 to November 30, 2012. We have not generated any revenues. As of November 30, 2012, we have an accumulated deficit of $925,050. At this time, our ability to generate any significant revenues continues to be uncertain. Our financial statements contain an additional explanatory paragraph in Note 1, which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.

NET LOSS

We incurred a net loss of $47,016 for the three months ended November 30, 2011, compared to a net loss of $128,355 for three months ended November 30, 2012. From inception on December 29, 2005 to November 30, 2012, we have incurred a net loss of $925,050. Our basic and diluted loss per share was $(0.00) for the three months ended November 30, 2012, and $(0.00) for the three months ended November 30, 2011.

OPERATION AND ADMINISTRATIVE EXPENSES

Operating expenses increased by $70,111 from $37,065 in the three months ended November 30, 2011, to $107,176 in the three months ended November 30, 2012. Operating expenses for the three months comparison primarily consist of General and Administrative expenses (G&A). G&A expenses are made up primarily of accounting and consulting expenses and officer and director compensation for services. Such fees are paid throughout the year for performing various tasks.

NINE MONTHS ENDED NOVEMBER 30, 2012 COMPARED TO THE NINE MONTHS ENDED NOVEMBER 30, 2011

LACK OF REVENUES

NET LOSS

We incurred a net loss of $387,558 for the nine months ended November 30, 2012, compared to a net loss of $200,731 for nine months ended November 30, 2011. From inception on December 29, 2005 to November 30, 2012, we have incurred a net loss of $925,050. Our basic and diluted loss per share was $(0.01) for the nine months ended November 30, 2012, and $(0.01) for the nine months ended November 30, 2011.

OPERATION AND ADMINISTRATIVE EXPENSES

Operating expenses increased by $156,935 from $180,625 in the nine months ended November 30, 2011, to $337,560 in the nine months ended November 30, 2012. Operating expenses for the three months comparison primarily consist of General and Administrative expenses (G&A). G&A expenses are made up primarily of accounting and consulting expenses and officer and director compensation for services. Such fees are paid throughout the year for performing various tasks.

COMMON STOCK AND PREFERRED STOCK

We are authorized by our Amended and Restated Articles of Incorporation and our Additional Articles of Incorporation to issue an aggregate of 200,000,000 shares of capital stock, of which 100,000,000 are shares of common stock, par value $0.00001 per share (the “Common Stock”) and 100,000,000 are shares of preferred stock (the “Preferred Stock”), par value $0.00001 per share. As of November 30, 2012, 30,000,000 shares of Common Stock were issued and outstanding and there were 18 shareholders of our Common Stock and 0 shares of Preferred Stock were issued and outstanding.

On October 27, 2011 the Company declared a stock dividend of five common shares for each common share on record. The total number of shares to be distributed is 24,000,000. Since the total number of shares to be issued exceed 25% of the common shares outstanding, the transaction is recorded as a stock split and offset to additional paid in capital at par value and the effect of the issuance is applied retroactively to all periods presented.

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by our Board of Directors out of funds legally available. In the event of liquidation, the holders of our Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights. We have not paid any dividends to date, and have no plans to do so in the near future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

For purposes of this Item 4., the term disclosure controls and procedures means controls and other procedures of the Company (i) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (15 U.S.C. 78a et seq. and hereinafter the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures do not comply with the requirements in (i) and (ii) above and is not effective.

On November 30, 2012, our Chief Executive Officer and Chief Financial Officer James Dilger, has reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of the end of the period covered by the report and has concluded that (i) the Company’s disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The material weakness identified relates to the lack of proper segregation of duties. The Company believes that the lack of proper segregation of duties is due to the Company’s limited resources.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the third fiscal quarter ended November 30, 2012 as covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

The Company's management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. 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. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or 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 simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

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

WE HAVE LIMITED BUSINESS OPERATIONS AND A SINGLE MINING CLAIM. WE HAVE NOT IDENTIFIED ANY ALTERNATIVE BUSINESS OPPORTUNITIES. OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS WILL CONSIST OF EXECUTING OUR BUSINESS PLAN AND RESEARCHING NEW OPPORTUNITIES.

Our sole asset is our Bittern Lake Project. The Bittern Lake Project (“Claim”) consists of one claim of 256 hectares. This claim was registered on March 18, 2009 in the name of Duncan Bain, 49 Midale Crescent, London, Ontario, Canada N5X 3C2. Title to the Claim was subsequently transferred to Nova in April 2009. We have no experience in mining operations and it is not guaranteed that we will be able to locate diamonds in our claim, or that we will have the resources to capitalize on the Claim should we find commercially viable deposits.

WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL FINANCING.

For the year ended, February 29, 2012, we had cash on hand of $4,581 and a working capital deficit of $(404,442).

For the nine months ended, November 30, 2012, we had cash on hand of $951 and a working capital deficit of $(792,000).

Currently, we are a development state enterprise; as such, our ability to obtain additional financing may be substantially limited. If sufficient financing is not available or obtainable as and when needed, we may not be able to continue as a going concern and investors may lose a substantial portion or all of their investment. We currently do not have any financing arrangements in place and there are no assurances that we will be able to acquire financing on acceptable terms or at all.

WE HAVE LIMITED OFFICERS AND DIRECTORS

Because management consists of only three persons, while seeking a business combination, James Dilger, President, CEO, CFO Duncan Bain, Vice President and Carmen Joseph Carbona, Non-Executive Chairman of the Board of Directors, will be the only individuals responsible in conducting the day-to-day operations of the Company. We do not benefit from having access to multiple judgments that a greater number of directors or officers would provide, and we will rely completely on the judgment of our two officers when selecting a target company. Mr. Dilger, Mr. Bain and Mr. Carbona anticipate devoting only a limited amount of time per month to the business of the Company. Mr. Dilger, Mr. Bain and Mr. Carbona all have written employment agreements with the Company, however we do not anticipate obtaining key man life insurance on Mr. Dilger, Mr. Bain and Mr.Carbona. The loss of the services of Mr. Dilger, Mr. Bain and Mr. Carbona would adversely affect development of our business and our likelihood of continuing operations.

WE DEPEND ON MANAGEMENT AND MANAGEMENT’S PARTICIPATION IS LIMITED

We will be entirely dependent upon the experience of our officers and directors in seeking, investigating, and acquiring a business and in making decisions regarding our operations. It is possible that, from time to time, the inability of such persons to devote their full time attention to the Company will cause the Company to lose an opportunity.

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

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

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

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

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

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

(a) if "penny stock" is sold to an investor in violation of his or her rights listed above, or other federal or states securities laws, the investor may be able to cancel his or her purchase and get his or her money back.

(b) if the stocks are sold in a fraudulent manner, the investor may be able to sue the persons and firms that caused the fraud for damages.

(c) if the investor has signed an arbitration agreement, however, he or she may have to pursue his or her claim through arbitration.

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

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINING SAFTEY DISCLOSURE

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NOVA MINING CORPORATION

Date: December 28, 2012

By: /s/ James Dilger

James Dilger

Chief Executive Officer, Chief Financial Officer,

President and Director

(Principal Executive Officer)

(Principal Financial Officer)

Date: December 28, 2012

By: /s/ Duncan Bain

Duncan Bain

Vice President and Director

Date: December 28, 2012

By: /s/ Carmen Joseph Carbona

Carmen Joseph Carbona

Chairman of the Board of Directors