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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K/A

Amendment No. 1

(Mark One)

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

For the fiscal year ended February 29, 2008

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

For the transition period from _____ to _____

COMMISSION FILE NUMBER000-52668

NOVA MINING
CORPORATION(Exact name of registrant as specified in its
charter)

|NEVADA                                                             | None                                
|------------------------------------------------------------------ | ------------------------------------
|State or other jurisdiction of incorporation or
      organization | (I.R.S. Employer Identification No.)
|                                                                   |                                     
|1189 Howe Street, Suite 1504                                       |                                     
|Vancouver, British Columbia, Canada                                | V6Z 2X4                             
|(Address of principal executive offices)                           | (Zip Code)                          

Registrants telephone number, including area code (604)
542-9458

Securities registered pursuant to Section 12(b) of the Act:
NONE.

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.00001 Par Value Per Share.Indicate by check mark
if the registrant is a well-known seasoned issuer as defined by Rule 405 of the
Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant
  is not required to file reports pursuant to Section 13 or Section 15(d) of the
  Act. Yes [ ] No [X]

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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not
contained herein, and will not be contained, to the best of the registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[X]

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 Act). Yes [X]No [ ]

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 the last business day of the registrants most recently completed
second fiscal quarter: $100,000, based on a price of $0.10, being the
price at which the registrant last sold shares of its common stock.

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
As of June 4, 2008, theregistrant had 6,000,000
shares of common stock outstanding.

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this Amendment) amends
the Registrants Annual Report on Form 10-K for the fiscal year ended February
29, 2008, which the Registrant previously filed with the Securities and Exchange
Commission on June 13, 2008 (the Original Filing). The Registrant is filing
this Amendment because management became aware of certain deficiencies contained
within the Original Filing. Item 8 Financial Statements and Supplementary Data
has been amended as follows: our auditors have amended their Report of
Independent Registered Public Accounting Firm to clarify the periods that have
been audited in the opinion paragraph. Item 9A(T)  Controls and Procedures has
been amended as follows: we have amended our disclosure to provide an evaluation
date for the effectiveness of the design and operation of our disclosure
controls and procedures, a conclusion on the effectiveness of our internal
controls over financial reporting as of February 29, 2008 and we have also
amended our disclosure on our changes to our internal controls over financial
reporting. In addition, as required by Rule 12b-15 under the Securities Exchange
Act of 1934, new certifications by our principal executive officer and principal
financial officer are filed as exhibits to this Amendment and apply to this
filing and the Original Filing, as amended. Except as set forth below, the
Original Filing has not been amended, updated or otherwise modified. Other
events occurring after the filing of the Form 10-K or other disclosures
necessary to reflect subsequent events have been addressed in our reports filed
with the Securities and Exchange Commission subsequent to the filing of the Form
10-K.

|1. | The following replaces the section entitled
      Item 8. Financial Statements and Supplementary Data:
|-- | --------------------------------------------------------------------------------------------------------

|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA.
|------- | --------------------------------------------------

| | 1. | Report of Independent Registered Public Accounting Firm
      (Malone & Bailey, P.C.);                                                                                     
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                            
| | 2. | Balance Sheets as at February 29, 2008 and February 28,
      2007;                                                                                                        
| |    |                                                                                                                                                                            
| | 3. | Statements of Expenses for the years ended February 29,
      2008, February 28, 2007, and for the period from inception on December 29,
      2005 to February 29, 2008;  
| |    |                                                                                                                                                                            
| | 4. | Statements of Cash Flows for the years ended February 29,
      2008, February 28, 2007, and for the period from inception on December 29,
      2005 to February 29, 2008;
| |    |                                                                                                                                                                            
| | 5. | Statement of Stockholders Equity for the period from
      inception on December 29, 2005 to February 29, 2008; and                                                       
| |    |                                                                                                                                                                            
| | 6. | Notes to Financial
Statements.                                                                                                                                             

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors Nova Mining Corporation (An
Exploration Stage Company) Vancouver BC Canada

We have audited the accompanying balance sheets of Nova Mining
Corporation as of February 29, 2008 and February 28, 2007, and the related
statements of expenses, cash flows and changes in stockholders equity for the
years then ended and the period from December 29, 2005 (inception) through
February 29, 2008. These financial statements are the responsibility of Novas
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit
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, the financial statements referred to above
present fairly, in all material respects, the financial position of Nova, as of
February 29, 2008 and February 28, 2007, and the results of its operations and
its cash flows for the years then ended and the period from December 29, 2005
(inception) through February 29, 2008 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared
assuming that Nova will continue as a going concern. As discussed in Note 2 to
the financial statements, Nova has suffered recurring losses from operations
which raises substantial doubt about its ability to continue as a going concern.
Managements plans regarding those matters also are described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

MALONE & BAILEY, PCMalone & Bailey, PC

www.malone-bailey.com

Houston, Texas

June 10, 2008

---

|Nova Mining Corporation       
|------------------------------
|(An Exploration Stage Company)
|Balance Sheets                

|                                                                      |   | February 29, |   |   | February 28, |  
|--------------------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                                      |   | 2008         |   |   | 2007         |  
|ASSETS                                                                |   |              |   |   |              |  
|Current Assets                                                        |   |              |   |   |              |  
|Cash                                                                  | $ | 20,326       |   | $ | 58,730       |  
|Prepaid expenses                                                      |   | 5,000        |   |   | 5,000        |  
|Total Assets                                                          | $ | 25,326       |   | $ | 63,730       |  
|                                                                      |   |              |   |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                  |   |              |   |   |              |  
|Current Liabilities                                                   |   |              |   |   |              |  
|Accounts payable                                                      | $ | 945          |   | $ | 433          |  
|Accrued liabilities                                                   |   | 8,925        |   |   | -            |  
|Total Liabilities                                                     |   | 9,870        |   | $ | 433          |  
|                                                                      |   |              |   |   |              |  
|Stockholders Equity                                                  |   |              |   |   |              |  
|Common Stock, 100,000,000 shares authorized, $0.00001 par
      value |   |              |   |   |              |  
|6,000,000 shares issued and outstanding                               |   | 60           |   |   | 60           |  
|Additional Paid-in Capital                                            |   | 119,490      |   |   | 110,490      |  
|Deficit accumulated during the exploration stage                      |   | (104,094     | ) |   | (47,253      | )
|Total
      Stockholders Equity                                      |   | 15,456       |   |   | 63,297       |  
|Total Liabilities and Stockholders Equity                            | $ | 25,326       |   | $ | 63,730       |  

See the accompanying summary of accounting policies and notes to
the financial statements. F2

---

|Nova Mining Corporation       
|------------------------------
|(An Exploration Stage Company)
|Statements of Expenses        

|                                             |   |              |   |   |              |   |   | Accumulated   |  
|-------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------- | -
|                                             |   |              |   |   |              |   |   | from          |  
|                                             |   |              |   |   |              |   |   | December 29,  |  
|                                             |   |              |   |   |              |   |   | 2005          |  
|                                             |   |              |   |   |              |   |   | (Date of      |  
|                                             |   | Year Ended   |   |   | Year Ended   |   |   | Inception) to |  
|                                             |   | February 29, |   |   | February 28, |   |   | February 29,  |  
|                                             |   | 2008         |   |   | 2007         |   |   | 2008          |  
|                                             |   |              |   |   |              |   |   |               |  
|Expenses                                     |   |              |   |   |              |   |   |               |  
|                                             |   |              |   |   |              |   |   |               |  
|General and administrative                   | $ | 47,479       |   | $ | 27,165       |   | $ | 91,659        |  
|Impairment of Mining property costs          |   | 5,000        |   |   | 573          |   |   | 8,073         |  
|Mining Expenses                              |   | 4,362        |   |   |              |   |   | 4,362         |  
|                                             |   |              |   |   |              |   |   |               |  
|Net Loss                                     | $ | (56,841      | ) | $ | (27,738      | ) | $ | (104,094      | )
|                                             |   |              |   |   |              |   |   |               |  
|                                             |   |              |   |   |              |   |   |               |  
|Net Loss Per Share
       Basic and Diluted | $ | (0.01        | ) | $ | (0.01        | ) |   | n/a           |  
|                                             |   |              |   |   |              |   |   |               |  
|                                             |   |              |   |   |              |   |   |               |  
|Weighted Average Shares Outstanding  Basic  |   |              |   |   |              |   |   |               |  
|and Diluted                                  |   | 6,000,000    |   |   | 5,263,014    |   |   | n/a           |  

See the accompanying summary of accounting policies and notes to
the financial statements. F3

---

|Nova Mining Corporation       
|------------------------------
|(An Exploration Stage Company)
|Statements of Cash Flows      

|                                                    |   |              |   |   |              |   |   | Accumulated   |  
|--------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------- | -
|                                                    |   |              |   |   |              |   |   | from          |  
|                                                    |   |              |   |   |              |   |   | December 29,  |  
|                                                    |   |              |   |   |              |   |   | 2005          |  
|                                                    |   |              |   |   |              |   |   | (Date of      |  
|                                                    |   | Year Ended   |   |   | Year Ended   |   |   | Inception) to |  
|                                                    |   | February 29, |   |   | February 28, |   |   | February 29,  |  
|                                                    |   | 2008         |   |   | 2007         |   |   | 2008          |  
|                                                    |   |              |   |   |              |   |   |               |  
|Cash Flows From Operating Activities                |   |              |   |   |              |   |   |               |  
|Net loss                                            | $ | (56,841      | ) | $ | (27,738      | ) | $ | (104,094      | )
|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      |   | 9,000        |   |   | 9,000        |   |   | 19,500        |  
|Changes in operating assets and liabilities         |   |              |   |   |              |   |   |               |  
|Increase in
      prepaid expenses                  |   | -            |   |   | (5,000       | ) |   | (5,000        | )
|Increase (decrease) in accounts
      payable       |   | 512          |   |   | (5,082       | ) |   | 945           |  
|Increase in accrued liabilities                     |   | 8,925        |   |   |              |   |   | 8,925         |  
|                                                    |   |              |   |   |              |   |   |               |  
|Net Cash Used in Operating Activities               |   | (38,404      | ) |   | (28,820      | ) |   | (79,674       | )
|Cash Flows From Financing Activities                |   |              |   |   |              |   |   |               |  
|Decrease in due to related
      parties            |   | -            |   |   | (12,450      | ) |   | -             |  
|Proceeds from sale of common stock                  |   | -            |   |   | 100,000      |   |   | 100,000       |  
|Net Cash Provided by Financing Activities           |   | -            |   |   | 87,550       |   |   | 100,000       |  
|Net change in Cash                                  |   | (38,404      | ) |   | 58,730       |   |   | 20,326        |  
|Cash  Beginning of Period                          |   | 58,730       |   |   | -            |   |   | -             |  
|Cash  End of
      Period                          | $ | 20,326       |   | $ | 58,730       |   | $ | 20,326        |  
|Supplemental Disclosures:                           |   |              |   |   |              |   |   |               |  
|Interest paid                                       | $ | -            |   | $ |             |   | $ |              |  
|Income taxes paid                                   |   | -            |   |   |             |   |   |              |  

See the accompanying summary of accounting policies and notes to
the financial statements. F4

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|Nova Mining Corporation                                                     
|----------------------------------------------------------------------------
|(An Exploration Stage Company)                                              
|Statement of Stockholders Equity                                           
|Period from December 29, 2005 (Date of Inception) to
      February 29, 2008

|                                    |  |              |  |   |         |  |   |             |  |   | Deficit     |   |   |         |  
|----------------------------------- |  | ------------ |  | - | ------- |  | - | ----------- |  | - | ----------- | - | - | ------- | -
|                                    |  |              |  |   |         |  |   |             |  |   | Accumulated |   |   |         |  
|                                    |  |              |  |   |         |  |   | Additional  |  |   | During the  |   |   |         |  
|                                    |  | Common Stock |  |   | Paid-In |  |   | Development |  |   |             |  
|                                    |  | Shares       |  |   | Amount  |  |   | Capital     |  |   | Stage       |   |   | Total   |  
|                                    |  |              |  |   |         |  |   |             |  |   |             |   |   |         |  
|                                    |  |              |  |   |         |  |   |             |  |   |             |   |   |         |  
|Founders shares issued for cash     |  | 5,000,000    |  | $ | 50      |  | $ |            |  | $ |            |   | $ | 50      |  
|Donated services
      and expenses |  |             |  |   |        |  |   | 1,500       |  |   |            |   |   | 1,500   |  
|Net loss for the period             |  |             |  |   |        |  |   |            |  |   | (19,515     | ) |   | (19,515 | )
|Balance  February 28, 2006         |  | 5,000,000    |  |   | 50      |  |   | 1,500       |  |   | (19,515     | ) |   | (17,965 | )
|Issuance of common stock for cash   |  |              |  |   |         |  |   |             |  |   |             |   |   |         |  
|at $0.10 per share                  |  | 1,000,000    |  |   | 10      |  |   | 99,990      |  |   |            |   |   | 100,000 |  
|Donated services and expenses       |  |             |  |   |        |  |   | 9,000       |  |   |            |   |   | 9,000   |  
|Net loss for the
      year         |  |             |  |   |        |  |   |            |  |   | (27,738     | ) |   | (27,738 | )
|Balance  February 28, 2007         |  | 6,000,000    |  |   | 60      |  |   | 110,490     |  |   | (47,253     | ) |   | 63,297  |  
|Donated services and expenses       |  |             |  |   |        |  |   | 9,000       |  |   |            |   |   | 9,000   |  
|Net loss for the year               |  |             |  |   |        |  |   |            |  |   | (56,841     | ) |   | (56,841 | )
|Balance  February
      29, 2008   |  | 6,000,000    |  | $ | 60      |  | $ | 119,490     |  | $ | (104,094    | ) | $ | 15,456  |  

See the accompanying summary of accounting policies and notes to
the financial statements. F5

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|Nova Mining Corporation          
|---------------------------------
|(An Exploration State Company)   
|Notes to the Financial Statements
|February 29, 2008                

|1. | Nature of Operations and Summary of Significant
      Accounting Policies                                                                                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company was incorporated in the State of Nevada on
      December 29, 2005. The Company is an Exploration Stage Company, as defined
      by Statement of Financial Accounting Standard (SFAS) No.7 
      Accounting and Reporting for Development Stage Enterprises. The
      Companys principal business is the acquisition and exploration of mineral
      resources.
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | c)                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | d)                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | e)                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | f)                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                     

F-6

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forward. Potential benefit of net
operating losses have not been recognized in these financial statements because
the Company cannot be assured it is more likely than not it will utilize the net
operating losses carried forward in future years.

|2. | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | These financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its
      assets and discharge its liabilities in the normal course of business. The
      Company has never generated revenues since inception and is unlikely to
      generate earnings in the immediate or foreseeable future. The continuation
      of the Company as a going concern is dependent upon the continued
      financial support from its shareholders, the ability of the Company to
      obtain necessary equity financing to continue operations, and the
      attainment of profitable operations. At February 29, 2008, the Company has
      accumulated losses since inception. These factors raise substantial doubt
      regarding the Companys ability to continue as a going concern. These
      financial statements do not include any adjustments to the recoverability
      and classification of recorded asset amounts and classification of
      liabilities that might be necessary should the Company be unable to
      continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On February 1, 2006 the Company obtained the right to
      explore a mineral property located in British Columbia, Canada, in
      consideration for $2,500. The claims are registered in the name of the
      President of the Company, who has executed a trust agreement whereby the
      President agreed to hold the claims in trust on behalf of the Company. The
      cost of the mineral property was initially capitalized. . At November 2,
      2006, interest in the mineral claim expired. A six-month claim extension
      was purchased, in consideration for $573. For the year ended February 29,
      2008, the Company recognized an impairment loss of $5,000 as it determined
      there are no proven or probable reserves on the property.                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4. | Related Party Balances/Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|5. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-7

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|6. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Nova uses the liability method, where deferred tax assets
      and liabilities are determined based on the expected future tax
      consequences of temporary differences between the carrying amounts of
      assets and liabilities for financial and income tax reporting purposes.
      The Company has net operating losses of $95,505 which commence expiring in
      2026. Pursuant to SFAS No. 109 the Company is required to compute tax
      asset benefits for net operating losses carried forward. Potential benefit
      of net operating losses have not been recognized in these financial
      statements because the Company cannot be assured it is more
      likely-than-not it will utilize the net operating losses carried forward
      in future years.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The components of the net deferred tax asset at February
      29, 2008 and 2007and the statutory tax rate, the effective tax rate and
      the elected amount of the valuation allowance are scheduled
  below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |                           |   | February 29, |   |   | February 28, |  
| | ------------------------- | - | ------------ | - | - | ------------ | -
| |                           |   | 2008         |   |   | 2007         |  
| | Net Operating Loss        | $ | 104,094      |   | $ | 47,253       |  
| | Carryforwards             |   |              |   |   |              |  
| | Statutory Tax Rate        |   | 35%          |   |   | 35%          |  
| | Effective Tax Rate        |   |             |   |   |             |  
| | Deferred Tax Asset        |   | 36,433       |   |   | 16,539       |  
| | Valuation
      Allowance |   | (36,433      | ) |   | (16,539      | )
| | Net Deferred Tax Asset    | $ |             |   | $ |             |  

|7. | Subsequent Events                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                    
|   | On April 7, 2008 and April 30, 2008, Nova Mining
      Corporation borrowed $50,000 (CAD) at each date from the majority
      shareholder. The loans are due on demand, unsecured and bear no
      interest.                                                                     
|   |                                                                                                                                                                                                                                                                                    
|   | On April 29, 2008, Nova Mining Corporation loaned Salish
      Park Holdings Ltd. $50,000 (CAD). Under the terms of the Loan Agreement,
      Salish has agreed to pay interest to the Company at a rate of 10% per
      annum, and to repay the loan on or before April 28,
2009.

F-8

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|2. | The following replaces the section entitled
      Item 9A(T). Controls and Procedures:
|-- | ----------------------------------------------------------------------------------------

ITEM 9A(T). CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that
information required to be disclosed in the reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported, within the time
period specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the reports filed under the
Exchange Act is accumulated and communicated to management, including the Chief
Executive Officer covered by this report, we carried out an evaluation, under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as of February
29, 2008 (the Evaluation Date). Based upon the evaluation of our disclosure
controls and procedures as of the Evaluation Date, the Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures were not effective because of the identification of a material
weakness in our internal control over financial reporting which is identified
below, which we view as an integral part of our disclosure controls and
procedures.

Managements Report on Internal Control over Financial
Reporting

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

Our internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the United States of
America, and our receipts and expenditures of are being made only in accordance
with authorizations of our management and directors; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of our assets that could have a material effect
on the financial statements.

Because of its inherent limitations, internal controls over
financial reporting may not prevent or detect misstatements. All internal
control systems, no matter how well designed, have inherent limitations,
including the possibility of human error and the circumvention of overriding
controls. Accordingly, even effective internal control over financial reporting
can provide only reasonable assurance with respect to financial statement
preparation. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

Our management assessed the effectiveness of our internal
control over financial reporting as of February 29, 2008. In making this
assessment, it used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework. Based on its evaluation, our management concluded that there is a
material weakness in our internal control over financial reporting and
Management has concluded that the Companys internal controls over financial
reporting are ineffective as of February 29, 2008. A material weakness is a
deficiency, or a combination of control deficiencies, in internal control over
financial reporting such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented
or detected on a timely basis.

The material weakness relates to the lack of segregation of
duties in financial reporting, as our financial reporting and all accounting
functions are performed by an external consultant with no oversight by a
professional with accounting expertise. Our Chief Executive Officer and Chief
Financial Officer does not possess accounting expertise and we do not have a
separately designated audit committee. This weakness is due to our lack of
excess working capital to hire additional staff. To remedy this material
weakness, we intend to engage another accountant to assist with financial
reporting as soon as our finances will allow.

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

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial
reporting during the fourth quarter of our fiscal year ended February 29, 2008
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

---

Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief
Financial Officer, does not expect that our Disclosure Controls and internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of a simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management or board override of the
control.

The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

SIGNATURES

Pursuant to the requirements of Section 13 or 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 MINING CORPORATION                                             
| | ----- | --------------------------------------------------------------------
| |       |                                                                     
| |       |                                                                     
| | By:   | /s/
      Andriy Volianuk                                           
| |       | Andriy Volianuk                                                     
| |       | Chief Executive Officer, Chief Financial
      Officer ,            
| |       | President, Secretary, Treasurer                                     
| |       | (Principal Executive Officer and Principal
      Accounting Officer)
| |       |                                                                     
| | Date: | March
      18, 2009                                                

Pursuant to the requirements of the Securities Exchange Act of
1934, 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/
      Andriy Volianuk                                           
| | ----- | --------------------------------------------------------------------
| |       | Andriy Volianuk                                                     
| |       | Chief Executive Officer, Chief Financial
      Officer ,            
| |       | President, Secretary, Treasurer                                     
| |       | Director                                                            
| |       | (Principal Executive Officer and Principal
      Accounting Officer)
| |       |                                                                     
| |       |                                                                     
| | Date: | March
      18, 2009                                                

---