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

                                   FORM 10-KSB

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

                   For the fiscal year ended February 28, 2006
                                             -----------------

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

      For the transition period from _________________ to __________________


                       Commission file number: 333-125695
                                               ----------


                               NOVA RESOURCES INC.
                               -------------------
                 (Name of small business issuer in its charter)



            Nevada                                         Pending
-------------------------------             -----------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


                              102 West One Panorama
                              18 Fitzwilliam Street
                            Sheffield, England S1 4JQ
                            -------------------------
                    (Address of principal executive offices)

                                 44-796-817-1519
                            -------------------------
                            Issuer's telephone number

Securities to be registered pursuant to Section 12(b) of the Act:

       Title of each class                      Name of each exchange on which
       to be so registered                      each class is to be registered

              None                                           None

Securities to be registered pursuant to Section 12(g) of the Act:

                                    Common Stock
                                    ------------
                                  (Title of Class)

<page>

Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 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
                     ---------                              ---------

Check if there is no 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-KSB
or any amendment to this Form 10-KSB.

                  Yes      X                               No
                                                             --------

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                  Yes                                      No      X
                     ---------                               --------


State issuer's revenues for its most recent fiscal year:          Nil
                                                          ------------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.)

 $570,000 as at July 20, 2006 based on the last sale's price of our common stock
 -------------------------------------------------------------------------------


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

              8,200,000 shares of common stock as at July 20, 2006












                                       3

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                                TABLE OF CONTENTS
                                -----------------
                                                                           Page

ITEM 1:  DESCRIPTION OF BUSINESS..............................................5
ITEM 2:  DESCRIPTION OF PROPERTY.............................................11
ITEM 3:  LEGAL PROCEEDINGS...................................................11
ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................11
ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............12
ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........12
ITEM 7:  FINANCIAL STATEMENTS................................................13
ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURES...............................................24
ITEM 8A: CONTROLS AND PROCEDURES.............................................24
ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS........25
ITEM 10: EXECUTIVE COMPENSATION..............................................26
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......26
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................26
ITEM 13: EXHIBITS AND REPORTS................................................27
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES..............................27












                                       4

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PART I

ITEM 1:  DESCRIPTION OF BUSINESS


In General

We are engaged in the acquisition,  and exploration of mineral properties with a
view to exploiting any mineral  deposits we discover that  demonstrate  economic
feasibility.  We own a 100%  undivided  right,  title and  interest  in and to a
mineral  claim  known  as the  Tryme  property.  There  is no  assurance  that a
commercially viable mineral deposit exists on the property.

Our plan of operation is to conduct  exploration  work on the Tryme  property in
order to ascertain whether it possesses  economic  quantities of gold. There can
be no assurance  that an economic  mineral  deposit exists on the Tryme property
until appropriate  exploration work is done and an economic  evaluation based on
such  work  concludes   that   production  of  minerals  from  the  property  is
economically feasible.

Even if we complete our proposed  exploration programs on the Tryme property and
we are  successful  in  identifying  a  mineral  deposit,  we will have to spend
substantial  funds on further  drilling and  engineering  studies before we will
know if we have a commercially viable mineral deposit.

Mineral property  exploration is typically  conducted in phases. Each subsequent
phase of exploration  work is  recommended  by a geologist  based on the results
from the most recent phase of exploration. We have not yet commenced the initial
phase of exploration on the Tryme property. Once we have completed each phase of
exploration,  we will make a decision as to whether or not we proceed  with each
successive  phase based upon the  analysis of the results of that  program.  Our
director  will  make  this  decision  based  upon  the  recommendations  of  the
independent geologist who oversees the program and records the results.

The Tryme property is without known  reserves and our proposed  programs for the
property  are purely  exploratory  in  nature.  We have not  retained  anyone to
conduct further exploration on the Tryme property.

Description, Location and Access

The Tryme  Mineral  property  is located  near Cross  Lake,  five miles south of
Thistlewaite Lake in the southern region of the Northwest  Territories,  Canada,
approximately  80 miles  northeast of the city of Yellowknife  at  approximately
Latitude 63(0)05"N and Longitude 113(0)30'W. The property is accessible by float
plane to Gordon Lake or by helicopter. Facilities and skilled population base at
Yellowknife  are readily  available and will provide all the necessary  services
needed for property exploration.

Sub Artic alder and white lodge pine intermixed with tundra bogs grow throughout
the area and good rock exposure is found along the lake shores. Winters are cold
with  generally  medium  snowfall  accumulations  and summers are temperate with
adequate precipitation.

Tryme Mineral Property Purchase Agreement

On  January  25,  2005,  we  entered  into  an  agreement  with  Max  Braden  of
Yellowknife,  Northwest  Territories,  whereby he sold a 100%  undivided  right,
title and interest in and to the Tryme  mineral  claim for $7,000.  The purchase
price for the property was determined by negotiation between us and Mr. Braden.

The Tryme property  consists of one mineral claim  comprising 1,112 acres. It is
recorded under claim number F81799. The claim was created on May 28, 2003 and is
in good  standing  until May 28, 2006.  This means that the claim will expire on

                                       5

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May 28, 2006 unless we complete at least $200 worth of  exploration  work on the
claim by that date.  If this  required  exploration  work is incurred,  then the
deadline is extended to May 28,  2007.  In  subsequent  years,  we must spend at
least $200 on the claim to extend the expiry date.

Infrastructure and Condition of the Property

The Tryme property is free of mineral  workings.  There is no equipment or other
infrastructure  facilities  located on the  property.  There is no power  source
located on the property. We will need to use portable generators if we require a
power source for exploration of the Tryme claim.

Mineralization

The Tryme  property  has gold  mineralization  associated  with quartz veins and
disseminated sulphides that consist of pyrite, galena and sphalerite.  A vein is
a mineralized  zone having a more or less regular  development in length,  width
and depth which clearly  separates it from  neighboring  rock.  Veins containing
quartz, a mineral composed of silicon and oxygen, are often associated with gold
mineralization.

Disseminated  sulphides are  occurrences of rock  containing  small particles of
valuable  minerals  that are  distributed  uniformly  through the ore  material.
Sulphides,  compounds  containing sulphur and one additional element,  are often
associated  with  precious  metals  such as gold and base  metals  such as zinc.
Pyrite is a combination of iron and sulphur, more commonly known as fool's gold.
Galena is a sulphide  mineral of lead, while sphalerite is a sulphide mineral of
zinc.

Exploration History

During the 1940's, the Tryme property was drilled by junior mineral  exploration
companies.  Drilling involves extracting a long cylinder of rock from the ground
to determine amounts of metals at different depths. Pieces of the rock obtained,
known as drill core, are analysed for mineral  content.  No recorded  results of
this exploration are available.

Treminco  Explorations  Canada  Ltd.  conducted  programs  of limited geological
mapping during 1986.  Geological  mapping involves plotting previous exploration
data  relating  to  a  property on a map in order to determine the best property
locations to conduct subsequent exploration work.   Treminco Explorations Canada
Ltd.  did  not  conduct  any  follow  up  exploration work on the Tryme property
following the mapping.

No other detailed exploration has been completed on the Tryme property since the
1940's.

Geological Assessment Report: Tryme Property

We commissioned Mr. Alexander Craven to prepare a geological report on the Tryme
property. Mr. Macdonald holds bachelor degrees in economics and geology from the
University of British  Columbia and has practiced his  profession as a geologist
for over 28 years. He is a member of the Association of Professional  Engineers,
Geologists and  Geophysicists  of Alberta and of the Association of Professional
Engineers  and  Geoscientists  of the Province of British  Columbia.  The report
summarizes  the  results  of prior  exploration  and makes  recommendations  for
further exploration.

Conclusions

In his report, Mr. Macdonald concludes that the Tryme property has the potential
to host significant  amounts of mineralization  and that further  exploration of
the property is warranted.

                                       6

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Mr. Macdonald recommends a two phase exploration program to further delineate
the mineralized system currently recognized on the Tryme property.

The program  would  consist of air photo  interpretation  of the  structures,  a
geological   review,   and   geophysical   surveying  using  both  magnetic  and
electromagnetic instrumentation in detail over the area of the showings and in a
regional  survey.  Geophysical  surveying is the search for mineral  deposits by
measuring the physical  property of near-surface  rocks, and looking for unusual
responses  caused  by the  presence  of  mineralization.  Electrical,  magnetic,
gravitational,  seismic and  radioactive  properties  are the ones most commonly
measured.   Geophysical  surveys  are  applied  in  situations  where  there  is
insufficient  information obtainable from the property surface to allow informed
opinions concerning the merit of properties.

Proposed Budget

Approximate costs for the recommended two phase program are as following:

Phase One

Geological and Air photo review                      $5,000.00
                                                     ---------
Total Phase I Costs:                                 $5,000.00


Phase Two

Detailed Geographical Mapping                                 $3,200.00
Geophysical Surveying                                         $4,000.00
Assaying                                                      $1,000.00
Helicopter support (1.5 Hours @ $1,200/hour)                  $1,800.00
                                                             ----------
Total Phase II Costs:                                        $10,000.00

Grand Total Exploration Costs:                               $15,000.00
                                                             ==========

The above  budgets are  provided  in Canadian  dollars.  On June 12,  2006,  the
exchange  rate in effect  for  Canadian  dollars  exchanged  for  United  States
dollars,  expressed in terms of Canadian dollars was $1.0991. This exchange rate
is based on the noon  buying  rates in New York  City,  for cable  transfers  in
Canadian dollars,  as certified for customs purposes by the Federal Reserve Bank
of New York.

We have completed the phase one exploration  program on the Tryme  property.  As
part of the  program,  we  re-sampled  several old  trenches on the property and
confirmed  the presence of gold.  Our  consulting  geologist  gathered five grab
samples from the property that were analyzed for mineral content.

Subject to  availability,  we intend to retain  Alexander  Craven to oversee the
phase two exploration program on the Tryme property. However, we do not have any
written agreement with Mr. Macdonald in this regard.

Our president,  Alexander Craven,  will periodically  travel to Canada to manage
our operations. Mineral property exploration ventures do not necessarily require
that management attend the property being explored. In fact, it is customary for
management  not to attend  mineral  properties  during  exploration  in order to
ensure that  management  does not have any involvement in the collection of data
and samples.  Such  exploration  is generally  conducted by geologists and their
assistants  who do not have an interest in the  property or our shares and would
not personally benefit from positive results.

                                       7
<page>

Mr. Craven will devote approximately 20% of his time to our affairs,  which will
provide  him  with  sufficient  time to  arrange  exploration  programs,  retain
qualified consultants,  review results and source additional financing. Although
Mr. Craven will be enrolled in university  from September to April of each year,
most of our  exploration  will be  conducted  from April to  September  when the
weather permits  exploration and  mobilization  of equipment.  Accordingly,  Mr.
Craven will have sufficient time to oversee the management of our affairs during
this time.

Compliance with Government Regulation

We will be required  to comply with all  regulations,  rules and  directives  of
governmental  authorities and agencies applicable to the exploration of minerals
in Canada generally, and in the Northwest Territories specifically.

We will have to sustain the cost of reclamation and environmental  mediation for
all exploration and development  work  undertaken.  The amount of these costs is
not known at this time as we do not know the extent of the  exploration  program
that  will  be  undertaken  beyond  completion  of the  currently  planned  work
programs.  Because  there is presently no  information  on the size,  tenor,  or
quality of any resource or reserve at this time,  it is impossible to assess the
impact of any capital  expenditures on earnings or our  competitive  position in
the event a potentially economic deposit is discovered.

If we enter into  production,  the cost of complying  with permit and regulatory
environment  laws will be greater  than in the  exploration  phases  because the
impact on the project area is greater.  Permits and regulations will control all
aspects of any production program if the project continues to that stage because
of the potential impact on the environment.  Examples of regulatory requirements
include:

         -        Water discharge will have to meet water standards;

         -        Dust generation will have to be minimal or otherwise
                  re-mediated;

         -        Dumping of material on the surface will have to be
                  re-contoured and re-vegetated;

         -        An assessment of all material to be left on the surface will
                  need to be environmentally benign;

         -        Ground water will have to be monitored for any potential
                  contaminants;

         -        The  socio-economic  impact of the project will have to be
                  evaluated and if deemed negative, will have to be re-mediated;
                  and

         -        There will have to be an impact report of the work on the
                  local fauna and flora.

Employees

We have no  employees  as of the  date of this  annual  report  other  than  our
director.

Research and Development Expenditures

We have not incurred any other  research or development  expenditures  since our
incorporation.

                                       8

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Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

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

Risk Factors
------------

An  investment  in our common stock  involves a high degree of risk.  You should
carefully  consider the risks described below and the other  information in this
annual  report  before  investing in our common  stock.  If any of the following
risks occur, our business,  operating  results and financial  condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our current  operating  funds are less than  necessary  to complete all intended
exploration  of the  Tryme  property,  and  therefore  we will  need  to  obtain
additional financing in order to complete our business plan. We currently do not
have any operations and we have no income.

Our  business  plan  calls  for  significant  expenses  in  connection  with the
exploration of the Tryme property. While we have sufficient funds to conduct the
phase two  exploration  program  on the  property  with an  estimated  budget of
$10,000, we will require additional  financing in order to determine whether the
property  contains  economic   mineralization   and  to  cover  our  anticipated
administrative  costs. We will also require additional financing if the costs of
the exploration of the Tryme property are greater than  anticipated.  Even after
completing all proposed exploration,  we will not know if we have a commercially
viable mineral deposit.

We will require  additional  financing to sustain our business  operations if we
are not successful in earning revenues once  exploration is complete.  We do not
currently have any  arrangements  for financing and may not be able to find such
financing if required. We anticipate that any additional financing  requirements
will be  satisfied  through  the sale of our stock or  director  loans  from Mr.
Craven's  personal and family funds.  Obtaining  additional  financing  would be
subject to a number of factors,  including  the market price for gold,  investor
acceptance of our property and general market conditions. These factors may make
the timing,  amount, terms or conditions of additional financing  unavailable to
us.

BECAUSE  WE HAVE  NOT  COMMENCED  BUSINESS  OPERATIONS,  WE FACE A HIGH  RISK OF
BUSINESS FAILURE.

We have not yet commenced  exploration on the Tryme  property.  Accordingly,  we
have no way to evaluate the likelihood that our business will be successful.  We
were  incorporated on November 4, 2004 and to date have been involved  primarily
in  organizational  activities and the  acquisition of the purchase of a mineral
property.  We have not earned any revenues as of the date of this annual report.
Potential investors should be aware of the difficulties  normally encountered by
new  mineral  exploration  companies  and  the  high  rate  of  failure  of such
enterprises.  The  likelihood  of  success  must be  considered  in light of the
problems,  expenses,  difficulties,  complications  and  delays  encountered  in
connection  with  the  exploration  of the  mineral  properties  that we plan to
undertake.   These  potential   problems  include,   but  are  not  limited  to,
unanticipated  problems  relating  to  exploration,  and  additional  costs  and
expenses that may exceed current estimates.

                                       9

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Prior to completion of our  exploration  stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES,  THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The  search  for  valuable  minerals  as a  business  is  extremely  risky.  The
likelihood  of  our  mineral  property  containing  economic  mineralization  or
reserves of gold is extremely remote.  Exploration for minerals is a speculative
venture necessarily  involving  substantial risk. In all probability,  the Tryme
property  does not contain any reserves  and funds that we spend on  exploration
will be lost.  The Tryme  prospect  may never  develop  reserves  that reach the
levels specified in the Securities & Exchange  Commission's Industry Guide 7. As
a result, funds that we expend on exploration may never be recovered.

As well, problems such as unusual or unexpected  formations and other conditions
are involved in mineral exploration and often result in unsuccessful exploration
efforts. In such a case, we would be unable to complete our business plan.

WE NEED TO  CONTINUE  AS A GOING  CONCERN IF OUR  BUSINESS  IS TO  SUCCEED.  OUR
INDEPENDENT  AUDITOR HAS RAISED  SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE
AS A GOING CONCERN.

The report of our independent accountant to our audited financial statements for
the period ended  February 28, 2006 indicates that there are a number of factors
that raise  substantial  doubt about our ability to continue as a going concern.
Such factors  identified in the report are that we have an  accumulated  deficit
since inception, we are likely to incur further losses in the development of our
business  and  that we are  dependent  upon  obtaining  adequate  financing  and
generating profitable operations.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards.  As a result, we may
become subject to liability for such hazards, including pollution,  cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.

EVEN  IF WE  DISCOVER  COMMERCIAL  RESERVES  OF  PRECIOUS  METALS  ON THE  TRYME
PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.

The Tryme property does not contain any known bodies of  mineralization.  If our
exploration  programs are successful in establishing gold of commercial  tonnage
and grade, we will require  additional funds in order to place the property into
commercial production. We may not be able to obtain such financing.

BECAUSE OUR SOLE DIRECTOR HAS NO BUSINESS MANAGEMENT EXPERIENCE AND NO TECHNICAL
EXPERIENCE IN MINERAL EXPLORATION, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.

Our sole director  does not have any technical  training in the field of geology
and  specifically in the areas of exploring for,  starting and operating a mine.
He also does not have any experience in running a business.  As a result, we may
not be able to  recognize  and  take  advantage  of  potential  acquisition  and
exploration  opportunities  in the sector.  As well,  with no direct training or
experience in mining or business operations, our director may not be fully aware
of the specific  requirements  related to working in this  industry and standard
business  practices and requirements.  His decisions and choices may not be well
thought out and our  operations,  earnings  and ultimate  financial  success may
suffer irreparable harm as a result.

                                       10

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BECAUSE  OUR  PRESIDENT  HAS  OTHER  BUSINESS  INTERESTS,  HE MAY NOT BE ABLE OR
WILLING  TO  DEVOTE A  SUFFICIENT  AMOUNT  OF TIME TO OUR  BUSINESS  OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our  president,  Mr.  Alexander  Craven  only  spends  approximately  20% of his
business time providing his services to us. While Mr. Craven presently possesses
adequate time to attend to our interests, it is possible that the demands on Mr.
Craven from his other  obligations  could increase with the result that he would
no longer be able to devote sufficient time to the management of our business.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.

There is currently no market for our common stock and no certainty that a market
will develop.  We have applied for quotation of our common stock on the over the
counter  bulletin  board.  However,  our shares may never trade on the  bulletin
board.  If no market is ever developed for our shares,  it will be difficult for
shareholders  to sell their stock.  In such a case,  shareholders  may find that
they are unable to achieve benefits from their investment.

Forward-Looking Statements

This annual report  contains  forward-looking  statements that involve risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are most likely to differ  materially  from those  anticipated in
these forward-looking  statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this annual report.

ITEM 2:  DESCRIPTION OF PROPERTY

We do not  possess  any  interest in real  property.  Our  interest in the Tryme
mineral  claim  only  provides  us with the  right to  explore  for and  extract
minerals from the property area.

ITEM 3:  LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

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

No matters were submitted during the fourth quarter of our fiscal year to a vote
of security holders, through the solicitation of proxies or otherwise.






                                       11

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PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our shares of common  stock do not trade on any stock  exchange  or through  the
facilities of any quotation system.  While we have applied to have our shares of
common  stock quoted on the OTC Bulletin  Board,  there is no guarantee  that we
will be successful.

We have 34 shareholders of record as at the date of this annual report.

Dividends

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

1.       we would not be able to pay our debts as they become due in the usual
      course of business; or

2.       our total  assets  would be less than the sum of our total  liabilities
         plus  the  amount  that  would be  needed  to  satisfy  the  rights  of
         shareholders who have  preferential  rights superior to those receiving
         the distribution.

We have not declared any dividends,  and we do not plan to declare any dividends
in the foreseeable future.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Our plan of operation  for the twelve  months  following the date of this annual
report is to complete the recommended phase two exploration program on the Tryme
property.  We anticipate that the cost of this program will be $10,000.  We have
not retained a geologist to conduct this exploration work.

In the next 12 months,  we also  anticipate  spending an  additional  $40,000 on
administrative  expenses,  including  approximately  $20,000 in fees  payable in
order to comply with our filing obligations as a reporting issuer.

Total expenditures over the next 12 months are therefore expected to be $50,000.
We have the cash on hand necessary to cover  anticipated  costs of the phase two
exploration program.

We will  require  additional  funding  in order to cover all of our  anticipated
administrative  expenses and to proceed with additional  exploration work on the
property beyond the first two recommended  phases. We anticipate that additional
funding  will be required in the form of equity  financing  from the sale of our
common stock or director  loans from Mr.  Craven's  personal  and family  funds.
However,  we cannot provide investors with any assurance that we will be able to
raise  sufficient  funding.  We do not have any  arrangements  in place  for any
future equity financing or loans.

Results Of Operations For Fiscal Year Ended February 28, 2006

We did not earn any revenues during the fiscal year ending February 28, 2006. We
have only  commenced  the  exploration  stage of our business and can provide no
assurance that we will discover economic mineralization on the property.

                                       12

<page>

We  incurred  operating  expenses  in the amount of $45,915  for the fiscal year
ended  February 28, 2006  consisting  of legal fees of $16,230,  accounting  and
audit fees of  $12,393,  donated  management  fees of $6,000,  mineral  property
acquisition and exploration costs of $5,000,  office and miscellaneous  costs of
$3,100  (including  $3,000 in  donated  rent),  filing  fees of $2,931  and bank
charges of $261.

ITEM 7:  FINANCIAL STATEMENTS



















                               NOVA RESOURCES INC.

                        (A Pre-exploration Stage Company)

                         REPORT AND FINANCIAL STATEMENTS

                           February 28, 2006 and 2005

                             (Stated in US Dollars)
                             ----------------------











                                       13

<page>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders,
Nova Resources, Inc.
(A Pre-exploration Stage Company)

We have  audited the  accompanying  balance  sheets of Nova  Resources,  Inc. (A
Pre-exploration  Stage Company) as of February 28, 2006 and 2005 and the related
statements of operations, cash flows and stockholders' equity for the year ended
February 28, 2006 and the periods from  November 4, 2004 (Date of  Inception) to
February 28, 2005 and 2006. These financial statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States of America).  Those standards require
that we plan and perform an audit to obtain  reasonable  assurance about whether
the financial  statements are free of material  misstatement.  An audit includes
examining on a test basis,  evidence  supporting the amounts and  disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  these financial statements referred to above present fairly, in
all material  respects,  the financial  position of Nova  Resources,  Inc. as of
February 28, 2006 and 2005 and the results of its  operations and its cash flows
for the year ended February 28, 2006 and the periods from November 4, 2004 (Date
of  Inception)  to February 28, 2005 and 2006,  in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  referred  to above have been  prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements,  the Company is in the pre-exploration stage, and
has no  established  source of revenue and is  dependent on its ability to raise
capital from stockholders or other sources to sustain operations. These factors,
along with other  matters as set forth in Note 1, raise  substantial  doubt that
the Company  will be able to continue as a going  concern.  Management  plans in
regard to their planned  financing and other matters are also  described in Note
1. The  financial  statements do not include any  adjustments  that might result
from the outcome of this uncertainty.


Vancouver, Canada
May 25, 2006                                             Chartered Accountants



                                       14

<page>

                               NOVA RESOURCES INC.
                        (A Pre-exploration Stage Company)
                                 BALANCE SHEETS
                           February 28, 2006 and 2005
                             (Stated in US Dollars)
                             ----------------------
<table>
<caption>
                                                         ASSETS                           2006                2005
                                                         ------                           ----                ----

                                                                                   <c>                 <c>
Current
    Cash                                                                            $         17,714   $         40,279
                                                                                    ================   ================

                                                       LIABILITIES
                                                       -----------
Current
    Accounts payable and accrued liabilities                                        $         23,550   $          8,400
    Advance payable                                                                                -                800
                                                                                    ----------------   ----------------

                                                                                              23,550              9,200
                                                                                    ----------------   ----------------

                                                   STOCKHOLDERS' EQUITY
                                                   --------------------

Capital stock
    Authorized:
           75,000,000  common shares, par value $0.001 per share
    Issued and outstanding:
            8,200,000  common shares (2005: 8,200,000 common shares)                           8,200              8,200
Additional paid-in capital - Note 4                                                           50,700             41,700
Deficit accumulated during the pre-exploration stage                                         (64,736)           (18,821)
                                                                                    ----------------   ----------------

                                                                                              (5,836)            31,079
                                                                                    ----------------   ----------------

                                                                                    $         17,714   $         40,279
                                                                                    ================   ================

Nature and Continuance of Operations - Note 1
</table>










                             SEE ACCOMPANYING NOTES

                                       15

<page>


                               NOVA RESOURCES INC.
                        (A Pre-exploration Stage Company)
                            STATEMENTS OF OPERATIONS
                      for the year ended February 28, 2006,
 for the period November 4, 2004 (Date of Inception) to February 28, 2005, and
    for the period November 4, 2004 (Date of Inception) to February 28, 2006
                             (Stated in US Dollars)
                              --------------------

<table>
<caption>
                                                                                   November 4,       November 4,
                                                                                  2004 (Date of     2004 (Date of
                                                                  Year ended      Inception) to     Inception) to
                                                                 February 28,     February 28,      February 28,
                                                                     2006             2005              2006
                                                                     ----             ----              ----

                                                               <c>             <c>               <c>
Expenses
    Accounting and audit fees                                  $        12,393  $         5,600   $        17,993
    Bank charges                                                           261              221               482
    Filing                                                               2,931              200             3,131
    Legal fees                                                          16,230            2,800            19,030
    Management fees - Note 4                                             6,000            2,000             8,000
    Mineral property acquisition and exploration costs                   5,000            7,000            12,000
    Office and miscellaneous - Note 4                                    3,100            1,000             4,100
                                                               ---------------  ---------------   ---------------

Net loss for the period                                        $       (45,915) $       (18,821)  $       (64,736)
                                                               ===============  ===============   ===============

Basic and diluted loss per share                               $         (0.00) $         (0.00)
                                                               ===============  ===============

Weighted average number of shares outstanding                        8,200,000        5,486,466
                                                               ===============  ===============
</table>














                             SEE ACCOMPANYING NOTES

                                       16

<page>

                               NOVA RESOURCES INC.
                        (A Pre-exploration Stage Company)
                            STATEMENTS OF CASH FLOWS
                     for the year ended February 28, 2006,
 for the period November 4, 2004 (Date of Inception) to February 28, 2005, and
    for the period November 4, 2004 (Date of Inception) to February 28, 2006
                             (Stated in US Dollars)
                              --------------------
<table>
<caption>
                                                                                                   November 4,       November 4,
                                                                                                  2004 (Date of     2004 (Date of
                                                                                 Year ended       Inception) to     Inception) to
                                                                                February 28,      February 28,      February 28,
                                                                                    2006              2005              2006
                                                                                    ----              ----              ----

                                                                             <c>               <c>               <c>
Cash Flows used in Operating Activities
    Net loss for the period                                                   $       (45,915)  $       (18,821)  $      (64,736)
    Donated services and rent                                                           9,000             3,000           12,000
    Change in non-cash working capital balance related to operations:
       Accounts payable and accrued liabilities                                        15,150             8,400           23,550
       Advances payable                                                                  (800)              800                -
                                                                              ---------------   ---------------   --------------

Net cash used in operating activities                                                 (22,565)           (6,621)         (29,186)
                                                                              ---------------   ---------------   --------------

Financing Activity
    Issuance of common shares                                                               -            46,900           46,900
                                                                              ---------------   ---------------   --------------

Increase (decrease) in cash during the period                                         (22,565)           40,279           17,714

Cash, beginning of period                                                              40,279                 -                -
                                                                              ---------------   ---------------   --------------

Cash, end of period                                                           $        17,714   $        40,279   $       17,714
                                                                              ===============   ===============   ==============
</table>












                             SEE ACCOMPANYING NOTES

                                       17

<page>

                               NOVA RESOURCES INC.
                        (A Pre-exploration Stage Company)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
    for the period November 4, 2004 (Date of Inception) to February 28, 2006
                             (Stated in US Dollars)
                             ----------------------
<table>
<caption>
                                                                                                     Deficit
                                                                                                  Accumulated
                                                                                 Additional        During the
                                                      Common Shares                Paid-in       Pre-exploration
                                           -------------------------------
                                                 Number          Par Value         Capital            Stage             Total
                                                 ------          ---------         -------            -----             -----

                                          <c>                <c>             <c>               <c>                <c>
Capital stock issued for cash  - at $0.001       4,900,000   $        4,900   $            -   $            -     $        4,900
                               - at $0.01        3,200,000            3,200           28,800                -             32,000
                               - at $0.10          100,000              100            9,900                -             10,000
Donated services and rent                                -                -            3,000                -              3,000
Net loss for the period                                  -                -                -          (18,821)           (18,821)
                                           ---------------   --------------   --------------   --------------     --------------

Balance, February 28, 2005                       8,200,000            8,200           41,700          (18,821)            31,079

Donated services and rent                                -                -            9,000                -              9,000
Net loss for the year                                    -                -                -          (45,915)           (45,915)
                                           ---------------   --------------   --------------   --------------     --------------

Balance, February 28, 2006                       8,200,000   $        8,200   $       50,700   $      (64,736)    $       (5,836)
                                           ===============   ==============   ==============   ==============     ==============
</table>








                             SEE ACCOMPANYING NOTES

                                       18

<page>

                               NOVA RESOURCES INC.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                           February 28, 2006 and 2005
                             (Stated in US Dollars)
                             ----------------------

Note 1        Nature and Continuance of Operations
              ------------------------------------

              The Company was incorporated in the State of Nevada on November 4,
              2004 and is in the pre-exploration stage. The Company has acquired
              a mineral  property located in the Northwest  Territories,  Canada
              and has not yet determined whether this property contains reserves
              that are economically  recoverable.  The recoverability of amounts
              from  the  property  will  be  dependent  upon  the  discovery  of
              economically  recoverable reserves,  confirmation of the Company's
              interest in the underlying property, the ability of the Company to
              obtain necessary financing to satisfy the expenditure requirements
              under the property  agreement and to complete the  development  of
              the property and upon future profitable production or proceeds for
              the sale thereof.

              These  financial  statements have been prepared in accordance with
              generally  accepted  accounting  principles  applicable to a going
              concern,  which  assumes that the Company will be able to meet its
              obligations  and continue its operations for its next fiscal year.
              Realization  values may be  substantially  different from carrying
              values as shown and these financial  statements do not give effect
              to adjustments  that would be necessary to the carrying values and
              classification  of assets and  liabilities  should the  Company be
              unable to continue as a going  concern.  At February 28, 2006, the
              Company  had  not  yet   achieved   profitable   operations,   has
              accumulated  losses of $64,736 since its inception,  has a working
              capital  deficiency of $5,836 and expects to incur further  losses
              in the development of its business, all of which casts substantial
              doubt about the Company's  ability to continue as a going concern.
              The Company's  ability to continue as a going concern is dependent
              upon its ability to generate future  profitable  operations and/or
              to obtain the  necessary  financing  to meet its  obligations  and
              repay its liabilities arising from normal business operations when
              they come due.  Management  has no formal plan in place to address
              this concern but considers that the Company will be able to obtain
              additional   funds  by  equity   financing  and/or  related  party
              advances,  however  there is no  assurance of  additional  funding
              being available or on acceptable terms, if at all.

              The Company's year-end is February 28.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------

              The  financial  statements  of the Company  have been  prepared in
              accordance with accounting  principles  generally  accepted in the
              United States of America.  Because a precise determination of many
              assets and  liabilities  is  dependent  upon  future  events,  the
              preparation  of  financial  statements  for a  period  necessarily
              involves the use of estimates,  which have been made using careful
              judgment. Actual results may vary from these estimates.

                                       19

<page>

Nova Resources Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
February 28, 2006 and 2005
(Stated in US Dollars) - Page 2
 ------------------------------

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              The financial  statements  have,  in  management's  opinion,  been
              properly   prepared   within  the  framework  of  the  significant
              accounting policies summarized below:

              Pre-exploration Stage Company
              -----------------------------

              The Company  complies with  Financial  Accounting  Standard  Board
              Statement  No.  7  and  The  Securities  and  Exchange  Commission
              Exchange  Act Guide 7 for its  characterization  of the Company as
              pre-exploration stage.

              Mineral Property
              ----------------

              Costs of lease, acquisition,  exploration,  carrying and retaining
              unproven mineral lease properties are expensed as incurred.

              Environmental Costs
              -------------------

              Environmental  expenditures that relate to current  operations are
              expensed or capitalized as appropriate.  Expenditures  that relate
              to an existing  condition caused by past operations,  and which do
              not  contribute  to  current  or future  revenue  generation,  are
              expensed.  Liabilities are recorded when environmental assessments
              and/or  remedial  efforts  are  probable,  and  the  cost  can  be
              reasonably  estimated.  Generally,  the  timing of these  accruals
              coincides with the earlier of completion of a feasibility study or
              the  Company's  commitments  to plan of  action  based on the then
              known facts.

              Foreign Currency Translation
              ----------------------------

              The  Company  uses the  United  States  of  America  dollar as its
              functional and reporting currency for consistency with registrants
              of  the  Securities  and  Exchange   Commission   ("SEC")  and  in
              accordance with the Statement of Financial  Accounting ("FAS") No.
              52.

              Assets  and  liabilities  denominated  in a foreign  currency  are
              translated  at the  exchange  rate in  effect  at the year end and
              capital  accounts  are  translated  at  historical  rates.  Income
              statement accounts are translated at the average rates of exchange
              prevailing  during the year and are included in the  Comprehensive
              Income Account in Stockholders' Equity, if applicable.

              Transactions  undertaken in currencies  other than the  functional
              currency of the Company are translated  using the exchange rate in
              effect as of the  transaction  date.  Any exchange gains or losses
              are  included  in other  income or expenses  on the  Statement  of
              Operations, if applicable.

                                       20

<page>

Nova Resources Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
February 28, 2006 and 2005
(Stated in US Dollars) - Page 3
 ------------------------------

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Financial Instruments
              ---------------------

              The  carrying  value  of  cash,   accounts   payable  and  accrued
              liabilities  and  advance  payable  approximates  their fair value
              because  of  the  short  maturity  of  these  instruments.  Unless
              otherwise  noted, it is  management's  opinion that the Company is
              not exposed to  significant  interest,  currency  or credit  risks
              arising from these financial instruments.

              Income Taxes
              ------------

              The Company uses the assets and liability method of accounting for
              income  taxes  pursuant  to FAS No.  109  "Accounting  for  Income
              Taxes".  Under the assets  and  liability  method of FAS No.  109,
              deferred tax assets and  liabilities are recognized for the future
              tax consequences attributable to temporary differences between the
              financial  statements  carrying  amounts  of  existing  assets and
              liabilities  and their  respective tax bases.  Deferred tax assets
              and  liabilities  are measured using enacted tax rates expected to
              apply to  taxable  income  in the years in which  those  temporary
              differences are expected to be recovered or settled.

              Basic and Diluted Loss Per Share
              --------------------------------

              The Company  reports basic loss per share in  accordance  with the
              FAS No.  128,  "Earnings  Per  Share".  Basic  loss  per  share is
              computed using the weighted  average number of shares  outstanding
              during the period.  Diluted loss per share has not been  provided,
              as it would be anti-dilutive.

Note 3        Mineral Property
              ----------------

              Tryme Claim
              -----------

              The  Company  acquired a 100%  interest in one claim unit known as
              Tryme   Claim,   located   approximately   five  miles   south  of
              Thistlewaite Lake in the southern Northwest  Territories,  Canada,
              for $7,000.

                                       21

<page>

Nova Resources Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
February 28, 2006 and 2005
(Stated in US Dollars) - Page 4
 --------------------

Note 4        Related Party Transactions
              --------------------------

              The President and director of the Company has provided  management
              services and office premises at no charge. The fair value of these
              services  has been  recorded  as  additional  paid-in  capital  as
              follows:
<table>
<caption>
                                                                                   November 4,      November 4,
                                                                                  2004 (Date of    2004 (Date of
                                                                  Year ended      Inception) to    Inception) to
                                                                 February 28,      February 28,     February 28,
                                                                     2006              2005             2006
                                                                     ----              ----             ----
              
                                               <c>                <c>               <c>
              Management fees                                 $        6,000     $        2,000   $        8,000
              Rent                                                     3,000              1,000            4,000
                                                              --------------     --------------   --------------

                                                              $        9,000     $        3,000   $       12,000
                                                              ==============     ==============   ==============
</table>

              During the period ended  February  28,  2005,  the director of the
              Company purchased 2,500,000 common shares of the Company at $0.001
              per share totalling $2,500.

Note 5        Deferred Tax Assets
              -------------------
              The  significant  components of the Company's  deferred tax assets
              are as follows:

<table>
<caption>
                                                                                  February 28,      February 28,
                                                                                      2006              2005
                                                                                      ----              ----
             
                                                                  <c>               <c>
             Deferred Tax Assets
                 Non-capital loss carry forward                                 $        8,184    $        2,373
                 Valuation allowance                                                    (8,184)           (2,373)
                                                                                 -------------     -------------

                                                                                $            -    $            -
                                                                                ==============    ==============
</table>
              The amount  taken into income as deferred  tax assets must reflect
              that  portion of the income tax loss carry  forwards  that is more
              likely than not to be realized from future operations. The company
              has chosen to provide an allowance  of 100% against all  available
              income  tax loss  carry  forwards,  regardless  of  their  time of
              expiry.

Note 6        Corporation Income Tax Losses

              No provision for income taxes has been provided in these financial
              statements  due to the net loss. At February 28, 2006, the Company
              has  accumulated  non-capital  losses totaling  $52,736,  which is
              available to reduce taxable income in future taxation years. These
              losses expire beginning in 2025.

                                       22

<page>

Nova Resources Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
February 28, 2006 and 2005
(Stated in US Dollars) - Page 5
 --------------------

Note 7        New Accounting Standards
              ------------------------

              Management does not believe that any recently issued,  but not yet
              effective,  accounting standards if currently adopted could have a
              material effect on the accompanying financial statements.




























                                       23

<page>


ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 8A:  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls

We evaluated the  effectiveness of our disclosure  controls and procedures as of
the end of the  2006  fiscal  year.  This  evaluation  was  conducted  with  the
participation  of our  chief  executive  officer  and our  principal  accounting
officer.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that  information that we are required to disclose in the reports we file
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported.

Limitations on the Effective of Controls

Our  management  does not expect that our  disclosure  controls or our  internal
controls over  financial  reporting  will prevent all error and fraud. A control
system, no matter how well conceived and operated,  can provide only reasonable,
but no absolute,  assurance  that the  objectives  of a control  system are met.
Further, any control system reflects limitations on resources,  and the benefits
of a control system must be considered  relative to its costs. These limitations
also include the realities that judgments in  decision-making  can be faulty and
that  breakdowns  can occur  because of 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 override of a control. A design
of a control  system is also  based upon  certain  assumptions  about  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 may not be detected.

Conclusions

Based upon their  evaluation of our controls,  the chief  executive  officer and
principal  accounting  officer has concluded  that,  subject to the  limitations
noted  above,  the  disclosure  controls  are  effective  providing   reasonable
assurance that material  information  relating to us is made known to management
on a timely basis during the period when our reports are being  prepared.  There
were no  changes in our  internal  controls  that  occurred  during the  quarter
covered by this report that have materially  affected,  or are reasonably likely
to materially affect our internal controls.


                                       24

<page>

PART III

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS


Name                    Age    Position with Registrant    Served as a Director
                               or Officer Since

Alexander James Craven   24    President, C.E.O.,          November 4, 2004
                               Secretary, Treasurer
                               and director

The following  describes  the business  experience of our director and executive
officer, including other directorships held in reporting companies:

Mr.  Alexander  James  Craven has acted as our  President,  CEO,  Secretary  and
Treasurer  since our  incorporation  on November 4, 2004. From 1995 to 2002, Mr.
Craven acted as a part-time  accounting  consultant to Swiss Financial  Services
Company, a Geneva based money management  company.  This employment was arranged
by his father,  who was also an employee of the company  during this time.  From
1995  to  2000,  Mr.  Craven's  duties,   which  he  performed  in  England  and
Switzerland,  included general filing and sorting company archives. In 2000, his
duties expanded to include general accounting,  bookkeeping,  developing working
practices and systems, preparing computerized systems and website design.

From September 2001 to January 2002, Mr. Craven  provided  full-time  marketing,
website  design and video  conferencing  services to ITCC, a private  company in
Batley,  West Yorkshire,  England.  From February 2003 to September 2003, he was
employed as a management  accountant with Mahony Green and Co. Accountants based
in Worksop, Nottinghamshire.  Since September 2003, Mr. Craven has been enrolled
as a student in the  economics  department  at the  University  of  Sheffield in
England.  Mr. Craven does not hold any degrees or  professional  designations in
accounting or computer systems.

Mr. Craven does not have any professional training or technical credentials in
the exploration, development and operation of mines.

Mr. Craven intends to devote approximately 20% of his business time to our
affairs.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors and greater than 10% shareholders are required
by SEC  regulation  to furnish us with  copies of all  Section  16(a) forms they
file.  Based on our review of the copies of such forms we  received,  we believe
that during the fiscal year ended February 28, 2006 all such filing requirements
applicable to our officers and  directors  were  complied  with  exception  that
reports were filed late by the following persons:


                                 Number    Transactions   Known Failures
                                 Of late   Not Timely     To File a
Name and principal position      Reports   Reported       Required Form
---------------------------      -------   --------       -------------
Alexander Craven                    0         0                 1
(President and director)


                                       25

<page>

ITEM 10:  EXECUTIVE COMPENSATION

The table below  summarizes all  compensation  awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal years ended February 28, 2006 and 2005.
<table>
<caption>
                          Annual Compensation                         Long Term Compensation
                                                   Other Annual       Restricted Stock Options/   LTIP          All Other
Name (1)       Title      Year     Salary   Bonus  Compensation       Awarded          SARs (#)   payouts ($)   Compensation
--------       -----      ----     ------   -----  ------------       -------          --------   -----------   ------------

            <c>        <c>      <c>      <c>     <c>               <c>              <c>        <c>            <c>
Alexander      President  2006       $0       0       0                 0                0          0                0
Craven                    2005       $0       0       0                 0                0          0                0
</table>

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of
our  shares of  common  stock as of the date of this  annual  report by (i) each
person known by us to be the beneficial owner of more than 5% of our outstanding
shares  of  common  stock,  (ii)  each of our  directors,  (iii)  our  executive
officers,  and (iv) by all of our directors  and executive  officers as a group.
Each  person  named in the  table,  has sole  voting and  investment  power with
respect  to all shares  shown as  beneficially  owned by such  person and can be
contacted at our executive office address.

                                                Amount of
Title of      Name and address                  beneficial     Percent
Class         of beneficial owner               ownership      of class
--------------------------------------------------------------------------------
Common         Alexander James Craven           2,500,000      30.49%
Stock          President, CEO
               Secretary and Treasurer
               Director
               17 Kingfisher Walk
               Workshop, Notts
               United Kingdom, S81 8TQ

Common         All officers and directors       2,500,000      30.49%
Stock          as a group that consists of       shares
               one person

The percent of class is based on  8,200,000  shares of common  stock  issued and
outstanding as of the date of this annual report.

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of our  directors or officers,  nor any proposed  nominee for election as a
director,  nor any person who beneficially owns, directly or indirectly,  shares
carrying more than 10% of the voting rights  attached to all of our  outstanding
shares,  nor any  promoter,  nor any relative or spouse of any of the  foregoing
persons has any material interest,  direct or indirect, in any transaction since
our  incorporation  or in any presently  proposed  transaction  which, in either
case, has or will materially affect us.

Our management is involved in other  business  activities and may, in the future
become  involved  in  other  business  opportunities.  If  a  specific  business
opportunity  becomes  available,  such  persons may face a conflict in selecting
between our business  and their other  business  interests.  In the event that a
conflict of interest  arises at a meeting of our  directors,  a director who has
such a conflict  will disclose his interest in a proposed  transaction  and will
abstain from voting for or against the approval of such transaction.

                                       26

<page>

ITEM 13:  EXHIBITS AND REPORTS

Exhibits

Exhibit
-------

Number    Description

  3.1*    Articles of Incorporation
  3.2*    Bylaws
 10.1*    Mineral Property Purchase Agreement dated January 25, 2005
 23.2**   Consent of Alexander Craven, with consent to use
 99.1**   Location map

*  filed as an exhibit to our SB-2 registration statement filed on June
   10, 2005

** filed an an exhibit to our SB-2 registration statement filed on
   August 19, 2005

Reports on Form 8-K
-------------------

We did not file any reports on Form 8-K during the last fiscal quarter of 2006.

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our principal  accountants,  Amisano  Hanson,  Chartered  Accountants,  rendered
invoices to us during the fiscal  periods  indicated for the following  fees and
services:


                                                      Period from our
                                                      Inception on
                                  Fiscal year ended November 4, 2004 to February
                                  28, 2006 February 28, 2005

Audit fees                              $4,859               $5,000
Audit-related fees                         Nil                 Nil
Tax fees                                   Nil                 Nil
All other fees                           6,787                 Nil

Audit  fees  consist  of fees  related  to  professional  services  rendered  in
connection with the audit of our annual financial statements,  the review of the
financial statements included in each of our quarterly reports on Form 10-QSB.

Our  policy  is to  pre-approve  all audit and  permissible  non-audit  services
performed by the  independent  accountants.  These  services  may include  audit
services,  audit-related  services,  tax services and other services.  Under our
audit  committee's  policy,  pre-approval  is generally  provided for particular
services or categories of services,  including planned  services,  project based
services  and  routine  consultations.  In  addition,  we may  also  pre-approve
particular  services on a case-by-case  basis. We approved all services that our
independent accountants provided to us in the past two fiscal years.


                                       27

<page>

SIGNATURES

Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Nova Resources Inc.


By          /s/ Alexander Craven
            -------------------------
            Alexander Craven
            President, CEO & Director
            Date: July 20, 2006

In  accordance  with the  Securities  Exchange  Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.


By          /s/ Alexander Craven
            -------------------------
            Alexander Craven
            President, CEO & Director
            Date: July 20, 2006