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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K

(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, the registrant had 6,000,000 shares of common stock
outstanding.

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|NOVA MINING CORPORATION             
|------------------------------------
|                                    
|ANNUAL REPORT ON FORM 10-K          
|FOR THE YEAR ENDED FEBRUARY 29, 2008
|                                    
|TABLE OF CONTENTS                   

|               |                                                                                                                    | PAGE
|-------------- | ------------------------------------------------------------------------------------------------------------------ | ----
|PART I         |                                                                                                                    | 3   
|ITEM 1.        | BUSINESS                                                                                                           | 3   
|ITEM 1A.       | RISK FACTORS.                                                                                                      | 4   
|ITEM 2.        | PROPERTIES                                                                                                         | 6   
|ITEM 3.        | LEGAL PROCEEDINGS                                                                                                  | 10  
|ITEM 4.        | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                | 10  
|PART II        |                                                                                                                    | 11  
|ITEM 5.        | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 11  
|ITEM 7.        | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF OPERATION                         | 12  
|ITEM 8.        | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                                                                       | 15  
|ITEM 9.        | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND FINANCIAL DISCLOSURE                         | 16  
|ITEM 9A(T).    | CONTROLS AND PROCEDURES                                                                                            | 16  
|ITEM 9B.       | OTHER INFORMATION                                                                                                  | 18  
|PART III       |                                                                                                                    | 19  
|ITEM
      10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.                                                            | 19  
|ITEM
      11. | EXECUTIVE COMPENSATION.                                                                                            | 20  
|ITEM
      12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS               | 21  
|ITEM
      13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
      DIRECTOR INDPENDENCE                                     | 22  
|ITEM
      14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES.                                                                            | 22  
|ITEM
      15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES.                                                                           | 23  
|SIGNATURES     |                                                                                                                    | 24  

Page 2 of 24

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PART I

The information in this discussion contains forward-looking
statements. These forward-looking statements involve risks and uncertainties,
including statements regarding the Company's capital needs, business strategy
and expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may",
"will", "should", "expect", "plan", "intend", "anticipate", "believe",
"estimate", "predict", "potential" or "continue", the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks described below, and, from time to time, in other reports the Company
files with the United States Securities and Exchange Commission (the SEC).
These factors may cause the Company's actual results to differ materially from
any forward-looking statement. The Company disclaims any obligation to publicly
update these statements, or disclose any difference between its actual results
and those reflected in these statements.

As used in this Annual Report, the terms we, us, our,
Nova, and the Company mean Nova Mining Corporation unless otherwise indicated. All dollar amounts in this Annual Report
are expressed in U.S. dollars, unless otherwise indicated.

|ITEM 1. | BUSINESS.
|------- | ---------

Overview

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

Until recently, we were engaged in the exploration of our
mineral property, called the Columbia VI Claim, located in the Province of
British Columbia, Canada. During our fiscal year 2008, we completed Phase IA of
our exploration program on the Columbia VI Claim, which included the placement
of a control grid and the collection and analysis of soil and rock samples from
the property. In our consulting geologists report on Phase IA, he recommended
that we not proceed with any further exploration work on the Columbia VI Claim
as the results of the soil and rock samples indicated minimal mineralization on
the property. Based on the recommendations of our consulting geologist, we have
decided to abandon our exploration program on the Columbia VI Claim and are
currently evaluating alternative business opportunities.

Government Regulation of Mineral Exploration
Activities

The main agency that governs the exploration of minerals in the
Province of British Columbia is the British Columbia Ministry of Energy, Mines
and Petroleum Resources (the Ministry of Mines).

The Ministry of Mines manages the development of British
Columbia's mineral resources, and implements policies and programs respecting
their development while protecting the environment. In addition, the Ministry of
Mines regulates and inspects the exploration and mineral production industries
in British Columbia to protect workers, the public and the environment.

The material legislation applicable to mineral exploration
activities in the Province of British Columbia are the British Columbia Mineral
Tenure Act and the British Columbia Mines Act. If we undertake any mineral
exploration activities in the Province of British Columbia, we will be required
to comply with the requirements of those statutes and the regulations relating
to those statutes.

Competition

We are currently a mineral exploration company; however, we
have decided to abandon our exploration program for our only mineral claim. If
we decide to pursue the acquisition of new mineral properties, we will need to
compete with other mineral resource exploration and development companies for
financing and for the acquisition of new mineral properties. Many of the mineral
resource exploration and development companies with whom we maybe compete will
have greater financial and technical resources than us. Accordingly, these
competitors may be able to spend greater amounts on acquisitions of mineral
properties of merit, on exploration of their mineral properties and on
development of their mineral properties. In addition,

Page 3 of 24

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they may be able to afford greater geological expertise in the
targeting and exploration of mineral properties. This competition could result
in competitors having mineral properties of greater quality and interest to
prospective investors who may finance additional exploration and development.
This competition could adversely impact on our ability to finance further
exploration and to achieve the financing necessary for us to develop our mineral
properties.

We may also explore other business opportunities unrelated to
mineral exploration and may come into competition with other companies with
greater financial and other resources when pursuing opportunities of interest to
us.

Significant Employees

We have no significant employees other than our sole executive
officer and director.

Research and Development

We incurred no research and development expenditures to
date.

Intellectual Property

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

|ITEM 1A. | RISK FACTORS.
|-------- | -------------

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

We Do Not Have Any Business Operations Or Any Significant
Assets. We Have Not Identified Any Alternative Business Opportunities. Our Plan
Of Operation For The Next Twelve Months Will Consist Solely Of Seeking Suitable
Business Opportunities.

Based on the recommendations of our consulting geologist, we
have abandoned our exploration program for the Columbia VI Claim. We are
currently seeking and evaluating alternative business opportunities. We have not
yet identified any suitable business opportunities and there is no assurance
that we will be able to do so in the future. Even if we are able to identify
suitable business opportunities, there are no assurances that we will be able to
acquire an interest in those opportunities or that we will have the resources to
pursue such opportunities. As such, an investment in our shares at this time
would be highly speculative and investors could lose all of their
investment.

We May Not Be Able To Obtain Additional Financing.

As at February 29, 2008, we had cash on hand of $20,326 and a
working capital surplus of $15,456.

Currently, we do not have a specific business plan, nor have we
identified any suitable alternative business opportunities. As such, our ability
to obtain additional financing may be substantially limited. If sufficient
financing is not available or obtainable as and when needed, we may not be able
to continue as a going concern and investors may lose a substantial portion or
all of their investment. We currently do not have any financing arrangements in
place and there are no assurances that we will be able to acquire financing on
acceptable terms or at all.

Page 4 of 24

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Because our sole executive officer and director, Robert L.
Thast, owns 83.3% of our outstanding common stock, investors may find that
corporate decisions controlled by Mr. Thast are inconsistent with the interests
of other stockholders.

Robert L. Thast, our President, controls 83.3% of issued and
outstanding shares of our common stock. Accordingly, in accordance with our
Articles of Incorporation and Bylaws, Mr. Thast is able to control who is
elected to our board of directors and thus could act, or could have the power to
act, as our management. Since Mr. Thast is not simply a passive investor but is
also one of our active executives, his interests as an executive may, at times,
be adverse to those of passive investors. Where those conflicts exist, our
shareholders will be dependent upon Mr. Thast exercising, in a manner fair to
all of our shareholders, his fiduciary duties as an officer or as a member of
our board of directors. Also, due to his stock ownership position, Mr. Thast
will have: (i) the ability to control the outcome of most corporate actions
requiring stockholder approval, including amendments to our Articles of
Incorporation; (ii) the ability to control corporate combinations or similar
transactions that might benefit minority stockholders which may be rejected by
Mr. Thast to their detriment, and (iii) control over transactions between him
and Nova Mining.

We may conduct further offerings in the future in which case
investors shareholdings will be diluted.

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

Because our stock is a penny stock, stockholders will be
more limited in their ability to sell their stock.

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

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

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

|(a) | if "penny stock" is sold to an investor in violation of
      his or her rights listed above, or other federal or states securities
      laws, the investor may be able to cancel his or her purchase and get his
      or her money back.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                            
|(b) | if the stocks are sold in a fraudulent manner, the
      investor may be able to sue the persons and firms that caused the fraud
      for damages.                                                                                        
|    |                                                                                                                                                                                                                                            
|(c) | if the investor has signed an arbitration agreement,
      however, he or she may have to pursue his or her claim through
      arbitration.                                                                                               

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

Page 5 of 24

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|ITEM 2. | PROPERTIES.
|------- | -----------

We maintain our corporate office at 1040 Georgia Street, Suite
1160, Vancouver, British Columbia, Canada. Our office space is currently
provided to us free of charge by our sole executive officer and director. We
recognize donated rent of $250 per month for the office space.

We currently do not own any physical property or real property.
Based on the recommendations of our consulting geologist, we have decided to
abandon our exploration project on the Columbia VI Claim and we intend to let
the Columbia VI Claim lapse. However, we have provided a description of the
Columbia VI Claim as we will continue to hold title to the Columbia VI Claim
until November, 2008.

COLUMBIA VI CLAIM

Title to the Columbia VI Claim

Under British Columbia law, title to mining claims can only be
held by British Columbia residents. In the case of corporations, title must be
held by a British Columbia corporation. In order to comply with the law we would
have to incorporate a British Columbia wholly-owned subsidiary corporation or
extra provincially register in British Columbia. To delay the costs in
incorporating a British Columbia subsidiary or extra provincially registering in
British Columbia, Mr. Thast agreed to hold title to our mineral property for our
benefit. In February 2006, Mr. Thast executed a declaration of trust
acknowledging that he holds the property in trust for us and he will not deal
with the property in any way, except to transfer the property to us. In the
event that Mr. Thast transfers title to a third party, the declaration of trust
will be used as evidence that he breached his fiduciary duty to us.

Description of the Columbia VI Claim

The Columbia VI Claim is comprised of a 14 unit claim block
with an area of approximately 296.68 hectares, located in southwestern Vancouver
Island, British Columbia, 19 miles south of Port Alberni.

The Columbia VI Claim is recorded with the Ministry of Mines as
follows:

|Tenure Number | Name of Mineral Claim | Area in Hectares | Date of Expiration
|------------- | --------------------- | ---------------- | ------------------
|521833        | Columbia VI           | 296.68           | November 2, 2008  

In order to maintain the Columbia VI Claim in good standing, we
must complete minimum exploration work on the mineral claim and file
confirmation of the completion of the work with the Ministry of Mines. In lieu
of completing this work, we may pay a fee equal to the minimum exploration work
that must be performed with the Ministry of Mines. The completion of mineral
exploration work or payment in lieu of exploration work in any year will extend
the existence of our mineral claim for one additional year. Our mineral claim is
currently in good standing until November 2, 2008. Based on the recommendations
of our consulting geologist, we have decided to abandon our exploration program
of the Columbia VI Claim. As such, we intend to allow the Columbia VI Claim to
lapse on November 2, 2008.

Location and Access

The property is located within the south-western area of
Vancouver Island, British Columbia, Canada, approximately 19 miles south of Port
Alberni, British Columbia. The logging camp of Nitinat lies approximately 3
miles southeast of the property. The property is located within the Victoria
Mining Division, and is centered at approximately 49o00N latitude
and 124o34W longitude on National Topographical Survey map sheets
092F/02E & 092C/15E or alternatively on BC TRIM maps 092F008 & 92C098.
The property is best accessed from the south via Cowichan Lake. From Cowichan
Lake, the paved Nitinat Main logging road and subsequently the branch logging
road BR20 provide access to the northeastern part of the property. A network
of overgrown logging roads exist on the property which will provide, at the very
least, foot access and trails to most parts of the property.

Page 6 of 24

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History

There is evidence of limited prospecting and stream sampling in
the early 1980s. In 1986 there is evidence that claims were staked on a portion
of the property. There is no evidence that the property was developed or that
production occurred.

Regional Geology

The property is located within the Insular belt geological
zone, the fifth and most westerly zone of the cordilleran geological province.
The Insular belt is composed of a volcanic and sedimentary pile that was
generated in a magmatic Island-arc setting, from the late Carboniferous to the
mid-Jurassic periods. At about mid-late Jurassic, medium to coarse-grained
granodioritic intrusions were passively emplaced. Emplacement was controlled by
the northwesterly slip striking regional faults. By the early Cretaceous a
marine transgression had laid down the sandstones and siltstones of the Halsam
Formation. Geological activity remained passive for this region until the Eocene
(Early Triassic). The Eocene period was a marked change for the geology of the
Insular belt, activating intrusive quartz-dioritic melts.

These tertiary intrusions were forcefully intruded into their
present sites and were accompanied by active extrusive calc-alkaline volcanics
and uplift. The Eocene intrusives are granitic bodies, but their rock chemistry
suggest compressional tectonics (Benioff zones) as an underlying current to
their formation. The Jurassic intrusives in their major and trace element
chemistry show a tholeiite to calc-alkaline derivation, which could suggest
rifting to compressional tectonics during their passive emplacement.

The present topography was shaped by the Eocene activity and
more recent glaciation. The glaciation, being the last major event, has laid
down the youngest deposits (Pleistocene) glacial drift and moraines. The
glaciation eroded the mountain slopes and filled the valley floors with
drift.

Property Geology

Previous geological mapping within the area indicated that the
property is underlain by four geological units. The Permian age Sicker Group,
which hosts both of the known mineralized zones, underlies approximately 80% of
the property.

The general trend of all geological units in the area is
northwest/southeast. Two fault zones appear within the property area, one
following Rift Creek Valley. Our consulting geologist reported that this has
previously been interpreted as a regional thrust, with a wide area of
fracturing, brecciation and shearing that provides favorable ground preparation
for mineralized fluids.

Page 7 of 24

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MAP 1



Page 8 of 24

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MAP 2



Supplies

Competition and unforeseen limited sources of supplies in the
industry could result in occasional spot shortages of supplies, such as
dynamite, and certain equipment such as bulldozers and excavators that may be
needed to conduct exploration.

Page 9 of 24

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Current Exploration Program

During our fiscal year 2008, we completed Phase IA of our
exploration program on the Columbia VI Claim, which included the placement of a
control grid and the collection and analysis of soil and rock samples from the
property. In our consulting geologists report on Phase IA, he recommended that
we not proceed with any further exploration work on the Columbia VI Claim as the
results of the soil and rock samples indicated minimal mineralization on the
property. Based on the recommendations of our consulting geologist, we have
decided to abandon our exploration program on the Columbia VI Claim and are
currently evaluating alternative business opportunities.

|ITEM 3. | LEGAL PROCEEDINGS.
|------- | ------------------

We are not a party to any legal proceedings and, to our
knowledge, no such proceedings are pending, threatened or contemplated.

|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS.
|------- | ----------------------------------------------------------

No matters were submitted to our security holders during the
fourth quarter of our fiscal year ended February 29, 2008.

Page 10 of 24

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PART II

|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY,
      RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
      EQUITY SECURITIES.
|------- | -------------------------------------------------------------------------------------------------------------------------

Currently, there is no established public trading market for
our securities. We can provide no assurance that a public market for our
securities will ever materialize.

PENNY STOCK RULES

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system. The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the SEC, which: (a) contains a description of the nature
and level of risk in the market for penny stocks in both public offerings and
secondary trading; (b) contains a description of the broker's or dealer's duties
to the customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of securities laws;
(c) contains a brief, clear, narrative description of a dealer market, including
bid and ask prices for penny stocks and significance of the spread between the
bid and ask price; (d) contains a toll-free telephone number for inquiries on
disciplinary actions; (e) defines significant terms in the disclosure document
or in the conduct of trading in penny stocks; and (f) contains such other
information and in such form as the SEC shall require by rule or regulation. The
broker-dealer also must, prior to effecting any transaction in a penny stock,
provide the customer with: (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
require that, prior to a transaction in a penny stock that is not otherwise
exempt from those rules, the broker-dealer must: (a) make a special written
determination that the penny stock is a suitable investment for the purchaser
and (b) receive from the purchaser his or her written acknowledgement of receipt
of the determination and a written agreement to the transaction.

These disclosure requirements may have the effect of reducing
the trading activity in the secondary market for our stock and therefore
stockholders may have difficulty selling those securities.

REGISTERED HOLDERS OF OUR COMMON STOCK

As of June 4, 2008, there were 44 registered holders of record
of our common stock. Some stockholders may hold their shares on deposit with
brokers or investment bankers in the name of stock depositories.

DIVIDENDS

We have neither declared nor paid any cash dividends on our
capital stock since our inception and do not contemplate paying cash dividends
in the foreseeable future. It is anticipated that earnings, if any, will be
retained for the operation of our business. Our board of directors will
determine future dividend declarations and payments, if any, in light of the
then-current conditions they deem relevant and in accordance with the Nevada
Revised Statutes.

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

| | (a) | We would not be able to pay our debts as they become due
      in the usual course of business; or
| | --- | --------------------------------------------------------------------------------------------------

Page 11 of 24

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| | (b) | 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
      distributions.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

RECENT SALES OF UNREGISTERED SECURITIES

None.

|ITEM 7. | MANAGEMENT'S DISCUSSION
      AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATION.
|------- | -------------------------------------------------------------------------------------------------

PLAN OF OPERATION

Based on the recommendations of our consulting geologist, we
have decided to abandon our exploration program on the Columbia VI Project and
are currently evaluating alternative business opportunities. As a result, we are
unable to provide an estimate of our exact financial needs for the next twelve
months. However, as at February 29, 2008, we had cash on hand of $20,326 and a
working capital surplus of $15,456. As such, we anticipate that we will require
substantial financing in the near future in order to meet our current
obligations and to continue our operations. In addition, in the event that we
are successful in identifying suitable alternative business opportunities, of
which there is no assurance, we anticipate that we will need to obtain
additional financing in order to pursue those opportunities

Currently, we do not have any financing arrangements in place
and there are no assurances that we will be able to obtain sufficient financing
on terms acceptable to us, if at all.

Due to the lack of our operating history and our present
inability to generate revenues, our auditors have stated in their audit report
included in our audited financial statements for the year ended February 29,
2008 that there currently exists substantial doubt about our ability to continue
as a going concern

RESULTS OF OPERATIONS

|Summary of Year End Results |   |                   |   |   |                   |   |  |                       | 
|--------------------------- | - | ----------------- | - | - | ----------------- | - |  | --------------------- | 
|                            |   | Year Ended        |   |   | Percentage        |  
|                            |   | February 29, 2008 |   |   | February 28, 2007 |   |  | Increase / (Decrease) | 
|Revenue                     | $ | -                 |   | $ | -                 |   |  | n/a                   | 
|Expenses                    |   | (56,841           | ) |   | (27,738           | ) |  | 104.9%                | 
|Net Income (Loss)           | $ | (56,841           | ) | $ | (27,738           | ) |  | 104.9%                | 

Revenues

We did not earn any revenues during the fiscal year ended
February 29, 2008 and we do not anticipate earning revenues in the near future.
We are a development stage company and presently have only nominal
operations.

Expenses

The major components of our expenses for the year are outlined
in the table below:

|                           |   | Year Ended        |  |   | Percentage        | 
|-------------------------- | - | ----------------- |  | - | ----------------- | 
|                           |   | February 29, 2008 |  |   | February 28, 2007 | 
|General and Administrative | $ | 47,479            |  | $ | 27,165            | 

Page 12 of 24

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|Impairment of Mining Property Costs |   | 5,000  |  |   | 573    |  |  | 772.6% | 
|----------------------------------- | - | ------ |  | - | ------ |  |  | ------ | 
|Mining Expenses                     |   | 4,362  |  |   | -      |  |  | n/a    | 
|Total Expenses                      | $ | 56,841 |  | $ | 27,738 |  |  | 104.9% | 

The increase in general and administrative expenses during the
year end February 29, 2008 is primarily a result of an increase in professional
fees. Professional fees include legal and accounting fees incurred in connection
with meeting our ongoing reporting obligations under the Exchange Act.

Mining expenses consisted of payments made in connection with
Phase IA of our exploration program of the Columbia VI Claim.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital     |   |                      |   |   |                      |   |  |                      
|------------------- | - | -------------------- | - | - | -------------------- | - |  | ---------------------
|                    |   |                      |   |   |                      |   |  | Percentage           
|                    |   | At February 29, 2008 |   |   | At February 28, 2007 |   |  | Increase / (Decrease)
|Current Assets      | $ | 25,326               |   | $ | 63,730               |   |  | (60.3 )%             
|Current Liabilities |   | (9,870               | ) |   | (433                 | ) |  | 2,179.4%             
|Working Capital     | $ | 15,456               |   | $ | 63,297               |   |  | (75.6 )%             

|Cash Flows                                    |   |                   |   |   |                   |  
|--------------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                              |   | Year Ended        |  
|                                              |   | February 29, 2008 |   |   | February 28, 2007 |  
|Net Cash Used in Operating Activities         | $ | (38,404           | ) | $ | (28,820           | )
|Net Cash from Investing Activities            |   | -                 |   |   | -                 |  
|Net Cash Provided By Financing Activities     |   | -                 |   |   | 87,550            |  
|Net Increase (Decrease) in Cash During Period | $ | (38,404           | ) | $ | 58,730            |  

Our working capital surplus decreased during the year ended
February 29, 2008 because of the fact that we had no sources of revenue and no
sources of financing during the year.

Subsequent to our year ended February 29, 2008, we received two
loans totaling $100,000 (CAD) from our sole executive officer and director, Mr.
Robert Thast. These loans are due on demand, unsecured and non-interest
bearing.

We also entered into a loan agreement (the Loan Agreement)
dated April 29, 2008 with Salish Park Holdings Ltd. (Salish) whereby we lent
$50,000 (CAD) to Salish. Under the terms of the Loan Agreement, Salish has
agreed to pay interest to us at a rate of 10% per annum, and to repay the loan
on or before April 28, 2009.

Financing Requirements

From inception to February 29, 2008, we have suffered
cumulative losses in the amount of $104,094. We expect to continue to incur
substantial losses as we continue the development of our business. Since our
inception, we have funded operations through common stock issuances, related
party loans, and the support of creditors in order to meet our strategic
objectives. Our management believes that sufficient funding will be available to
meet our business objectives, including anticipated cash needs for working
capital, and are currently evaluating several financing options, including a
public offering of securities. However, there can be no assurance that we will
be able to obtain sufficient funds to continue the development of and, if
successful, to commence the sale of, our products. As a result of the foregoing,
our independent auditors believe there exists substantial doubt about our
ability to continue as a going concern.

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

Page 13 of 24

---

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

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

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

Use of Estimates

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

Mineral Property Costs

We have been in the exploration stage since our inception on
December 29, 2005 and have not yet realized any revenues from our planned
operations. We are primarily engaged in the acquisition and exploration of
mining properties. Mineral property exploration costs are expensed as incurred.
When it has been determined that mineral property can be economically developed
as a result of establishing proven and probable reserves, the costs then
incurred to develop such property, are capitalized. Such costs will be amortized
using the units-of-production method over the estimated life of the probable
reserve. If mineral properties are subsequently abandoned or impaired, any
capitalized costs will be charged to operations.

Page 14 of 24

---

|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.                                                                                                                                             

Page 15 of 24

---

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 periods described 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       |  
|------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ---------------------- | -
|                                                  |   | Year         |   |   | Year         |   |   | December 29, 2005      |  
|                                                  |   | Ended        |   |   | Ended        |   |   | (Date of 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   |  
|                                                    |   | Year Ended   |   |   | Year Ended   |   |   | (Date of Inception) |  
|                                                    |   | February 29, |   |   | February 28, |   |   | to 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

---

|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

---

|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) | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The preparation of financial statements in conformity
        with U.S. generally accepted accounting principles requires management
        to make estimates and assumptions that affect the reported amounts of
        assets and liabilities and disclosure of contingent assets and liabilities
        at the date of the financial statements and the reported amounts of revenues
        and expenses during the reporting period. Actual results could differ
        from those estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | b) | Basic and Diluted Net Income (Loss) Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Company computes net income (loss) per share in
        accordance with FASB Statement of Financial Accounting Standards (SFAS)
        No. 128, "Earnings per Share". SFAS No. 128 requires presentation
        of both basic and diluted earnings per share (EPS) on the face of the
        income statement. Basic EPS is computed by dividing net income (loss)
        available to common shareholders (numerator) by the weighted average number
        of shares outstanding (denominator) during the period. Diluted EPS gives
        effect to all dilutive potential common shares outstanding during the
        period using the treasury stock method and convertible preferred stock
        using the if-converted method. In computing Diluted EPS, the average stock
        price for the period is used in determining the number of shares assumed
        to be purchased from the exercise of stock options or warrants. Basic
        and diluted EPS are the same in fiscal 2008 and 2007 due to no common
        stock equivalents.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | c) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Company considers all highly liquid instruments
        with maturity of three months or less at the time of issuance to be cash
        equivalents. Cash consists of cash on deposit with a high quality major
        financial institution and to date, has not experienced any losses on any
        of its balances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | d) | Mineral Property Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Company has been in the exploration stage since
        its inception on December 29, 2005 and has not yet realized any revenues
        from its planned operations. It is primarily engaged in the acquisition
        and exploration of mining properties. Mineral property exploration costs
        are expensed as incurred. When it has been determined that a mineral property
        can be economically developed as a result of establishing proven and probable
        reserves, the costs then incurred to develop such property, are capitalized.
        Such costs will be amortized using the units-of-production method over
        the estimated life of the probable reserve. If mineral properties are
        subsequently abandoned or impaired, any capitalized costs will be charged
        to operations.                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | e) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Financial instruments, which include cash, accrued liabilities
        and due to related parties were estimated to approximate their carrying
        values due to the immediate or short-term maturity of these financial
        instruments. The Companys operations are in Canada, which results
        in exposure to market risks from changes in foreign currency rates. The
        financial risk is the risk to the Companys operations that arise
        from fluctuations in foreign exchange rates and the degree of volatility
        of these rates. Currently, the Company does not use derivative instruments
        to reduce its exposure to foreign currency risk.                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | f) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Potential benefits of income tax losses are not recognized
        in the accounts until realization is more likely than not. The Company
        has adopted SFAS No. 109 Accounting for Income Taxes
        as of its inception. Pursuant to SFAS No. 109 the Company is required
        to compute tax asset benefits for net operating losses carried                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-6

---

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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-7

---

|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
      
      
      2007Net Operating Loss
      $
      104,094
      
      $
      47,253CarryforwardsStatutory Tax Rate
      
      35%
      
      
      35%Effective Tax Rate
      
      
      
      
      Deferred Tax Asset
      
      36,433
      
      
      16,539Valuation 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

---

|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND **FINANCIAL DISCLOSURE.**
|------- | -----------------------------------------------------------------------------------------------

On February 12, 2007, Amisano Hanson, Chartered Accountants
(Amisano), informed us that it was resigning as our independent registered
public accounting firm effective as of that date. On February 22, 2007, our
board of directors accepted the resignation of Amisano.

Amisanos report on the financial statements as of and for the
period from the date of inception on December 29, 2005 to February 28, 2006 did
not contain an adverse opinion or disclaimer of opinion and was not modified as
to uncertainty, audit scope, or accounting principles save and except for a
going concern opinion provided with the overall audit opinion.

During the year ended February 28, 2006, through the date of
resignation and through the date of our acceptance of Amisanos resignation,
there were no disagreements with Amisano on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Amisano would have
caused Amisano to make reference to the subject matter of the disagreement in
its reports on our financial statements for such periods.

On March 8, 2007, we delivered a copy of our report on Form 8-K
regarding their resignation to Amisano. We requested a letter addressed to the
SEC stating whether or not it agreed with the foregoing. Amisano issued a
response. The response stated that it agreed with the foregoing disclosure. A
copy of Amisanos response is attached to our Form 8-K/A-1 filed with the SEC on
March 9, 2007 as Exhibit 16.1.

On February 22, 2007, we engaged Malone & Bailey, P.C., an
independent registered public accounting firm, as our principal independent
accountant with the approval of our board of directors. We have not consulted
with Malone & Bailey, P.C. on any accounting issues prior to engaging them
as our new auditors.

|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. Based upon and
as of the date of that evaluation, 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

Page 16 of 24

---

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. 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 identified in connection with our evaluation of these controls as of
the end of the period covered by this report that could have affected those
controls subsequent to the date of the evaluation referred to in the previous
paragraph, including any correction action with regard to deficiencies and
material weakness.

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.

Page 17 of 24

---

|ITEM 9B. | OTHER INFORMATION.
|-------- | ------------------

None.

Page 18 of 24

---

PART III

|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE.
|-------- | -------------------------------------------------------------

The following table sets forth the name and positions of our
sole executive officer and director as of the date hereof.

Name
    Age
    PositionsRobert L. Thast
    55
    Chief Executive Officer, Chief
      Financial Officer, President, Secretary, Treasurer, Director


Set forth below is a brief description of the background and
business experience of our sole executive officer and director:

Robert L. Thast is our President, Chief Executive
Officer, Chief Financial Officer, Secretary, Treasurer our sole director. Mr.
Thast has been our Secretary and Director since December 29, 2005. Also, Mr.
Thast currently serves as a Director of Cap-Link Ventures Ltd. (TSXV  CAV.V), a
capital pool company.

Mr. Thasts primary business is Thast Projects Inc., a company
he founded in 1991 that provides financing, business development and corporate
communications services to public and private companies. In addition to playing
key management roles and providing consulting support in the areas of his
expertise, Mr. Thast has raised over $50M in equity financings for companies
represented. Recent projects include: (i) a consulting and public relations
contract with Pinnacle Mines Ltd. which began in 2004 and is ongoing; and (ii) a
consulting agreement with Oklahoma-based Floran Technologies Inc., a company
that Mr. Thast acted as President and director from 2001 to 2004.

TERMS OF OFFICE

Our directors are elected to hold office until the next annual
meeting of the shareholders and until their respective successors have been
elected and qualified. Our executive officers are appointed by our board of
directors and hold office until removed by our board of directors or until their
successors are appointed.

SIGNIFICANT EMPLOYEES

We have no significant employees other than our sole executive
officer and director.

AUDIT COMMITTEE AND CHARTER

Our entire board of directors currently serves as our audit
committee.

Our audit committee is responsible for: (1) selection and
oversight of our independent accountant; (2) establishing procedures for the
receipt, retention and treatment of complaints regarding accounting, internal
controls and auditing matters; (3) establishing procedures for the confidential,
anonymous submission by our employees of concerns regarding accounting and
auditing matters; (4) engaging outside advisors; and, (5) funding for the
outside auditory and any outside advisors engagement by the audit committee. A
copy of our audit committee charter was filed as an exhibit to our Annual Report
on Form 10-KSB for the year ended February 28, 2007 filed with the SEC on May
29, 2007.

Audit Committee Financial Expert

Our sole director acts as our audit committee. Mr. Thast does
not meet the definition of an audit committee financial expert. We believe
that the cost related to appointing a financial expert to our board of directors
at this time is prohibitive.

Page 19 of 24

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DISCLOSURE COMMITTEE AND CHARTER

We have a disclosure committee and disclosure committee
charter. Our disclosure committee is comprised of all of our officers and
directors. The purpose of the committee is to provide assistance to the Chief
Executive Officer and the Chief Financial Officer in fulfilling their
responsibilities regarding the identification and disclosure of material
information about us and the accuracy, completeness and timeliness of our
financial reports. A copy of our disclosure committee charter was filed as an
exhibit to our Annual Report on Form 10-KSB for the year ended February 28, 2007
filed with the SEC on May 29, 2007.

CODE OF ETHICS

We have adopted a corporate code of ethics. We believe our code
of ethics is reasonably designed to deter wrongdoing and promote honest and
ethical conduct; provide full, fair, accurate, timely and understandable
disclosure in public reports; comply with applicable laws; ensure prompt
internal reporting of code violations; and provide accountability for adherence
to the code. A copy of the code of ethics was filed as an exhibit to our Annual
Report on Form 10-KSB for the year ended February 28, 2007 filed with the SEC on
May 29, 2007.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and directors, and persons who own more than 10% of a
registered class of our securities (Reporting Persons), to file reports of
ownership and changes in ownership with the SEC. Reporting Persons are required
by SEC regulations to furnish us with copies of all forms they file pursuant to
Section 16(a). Based solely on our review of such reports received by us, no
other reports were required for those persons. We believe that, during the year
ended February 29, 2008, all Reporting Persons complied with all Section 16(a)
filing requirements applicable to them.

|ITEM 11. | EXECUTIVE COMPENSATION.
|-------- | -----------------------

SUMMARY COMPENSATION TABLE

We did not pay any compensation to Robert Thast, our sole
executive officer and director, during the fiscal years ended February 29, 2008
and February 28, 2007. Mr. Thast donates his management services to us free of
charge. The management services donated by Mr. Thast are valued at $500 per
month.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

As at February 29, 2008, we did not have any outstanding equity
awards.

EMPLOYMENT CONTRACTS

We do not have an employment contract with our sole executive
officer and director. We also do not have any termination of employment or
change-in-control arrangements with our sole executive officer and sole
director.

Page 20 of 24

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|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
      OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS.
|-------- | -----------------------------------------------------------------------------------------------------------

EQUITY COMPENSATION PLANS

We have no equity compensation plans (including individual
compensation arrangements) under which our equity securities are authorized for
issuance.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of June 4, 2008
by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) each of our directors
and each of our named executive officers (as defined under Item 402(m)(2) of
Regulation S-K), and (iii) officers and directors as a group. Unless otherwise
indicated, the shareholders listed possess sole voting and investment power with
respect to the shares shown.

Title of Class
    Name and Address of Beneficial
      Owner
    Number of Shares of Common
      Stock(1)
    Percentage of Common
      Stock(1)DIRECTORS AND OFFICERSCommon Stock
    Robert L. Thast, Chief Executive Officer,
      Chief Financial Officer, President, Secretary, Treasurer, Director
    5,000,000 (direct)
    83.3%5%
      SHAREHOLDERSCommon Stock
    Robert L. Thast, Chief Executive Officer,
      Chief Financial Officer, President, Secretary, Treasurer, Director
      1189 Howe Street, Suite 1504 Vancouver, BC, Canada V6Z 2X4
    5,000,000 (direct)
    83.3%


|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on June 4, 2008. As of June 4, 2008, there were
      6,000,000 shares of our common stock issued and
  outstanding.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CHANGES IN CONTROL

We are not aware of any arrangement which may result in a
change in control in the future.

Page 21 of 24

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|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|-------- | --------------------------------------------------------------------------------

RELATED TRANSACTIONS

Except as described below, none of the following persons has
any direct or indirect material interest in any transaction to which we were or
are a party during the past two years, or in any proposed transaction to which
we propose to be a party:

|(a) | any director or officer;                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | any person proposed to be a nominee for election as a
      director;                                                                                   
|(c) | any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our common
      stock; or
|(d) | any immediate family member, including any spouse, child,
      parent, step-child, step-parent, sibling or in-law, of any of the
      foregoing.      

In June 2005, we issued a total of 5,000,000 shares of
restricted common stock to Robert L. Thast, our sole officer and sole director,
at a price of $0.00001 per share. The shares were issued pursuant to section
4(2) of the Securities Act and are restricted securities under the Securities
Act.

On April 7, 2008 and April 20, 2008, we received two loans of
$50,000 (CAD) each from our sole executive officer and director, Mr. Robert
Thast. The loans are due on demand, unsecured and non-interest bearing.

DIRECTOR INDEPENDENCE

There is presently no public market for our common stock. As a
result, for purposes of determining director independence, we have applied the
definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a
director is not considered to be independent if he or she is also an executive
officer or employee of the corporation. Mr. Thast acts as our sole director and
as our sole executive officer. As such, we do not have any independent
directors.

|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|-------- | ---------------------------------------

The aggregate fees billed for the fiscal years ended February
29, 2008 and February 28, 2007 for professional services rendered by the
principal accountant for the audit of the Corporations annual financial
statements and review of the financial statements included in our Quarterly
Reports on Form 10-QSB and services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for these
fiscal periods were as follows:

|                   |   | Year Ended February 29, 2008 |  |   | Year Ended February 28, 2007 | 
|------------------ | - | ---------------------------- |  | - | ---------------------------- | 
|                   |   |                              |  |   |                              | 
|Audit Fees         | $ | 14,000                       |  | $ | 5,290                        | 
|Audit-Related Fees | $ | NIL                          |  | $ | 366                          | 
|Tax Fees           | $ | NIL                          |  | $ | NIL                          | 
|All Other Fees     | $ | NIL                          |  | $ | NIL                          | 
|                   |   |                              |  |   |                              | 
|Total              | $ | 14,000                       |  | $ | 5,656                        | 

Page 22 of 24

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|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|-------- | ----------------------------------------

The following documents are filed as part of this report:

| | (1) | Our financial statements are included in Part II, Item
      8.                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                    
| | (2) | All financial statement supporting schedules are omitted
      because the information is inapplicable or presented in the notes to our
      financial statements.

|Exhibit Number | Description of Exhibit                                                                                                                                                                                
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            | Articles of Incorporation.(1)                                                                                                                                                                         
|3.2            | Bylaws.(1)                                                                                                                                                                                            
|10.1           | Trust Agreement
        dated August 7, 2006 executed by Robert L. Thast.(1)                                                                                                                          
|10.2           | Loan Agreement dated April 29,
        2008 between Nova Mining Corporation and Salish Park Holdings Ltd.(3)                                                                                          
|14.1           | Code of Ethics.(2)                                                                                                                                                                                    
|31.1           | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002.                                                       
|32.1           | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002.
|99.1           | Audit Committee Charter.(2)                                                                                                                                                                           
|99.2           | Disclosure Committee
        Charter.(2)                                                                                                                                                              

|(1) | Previously filed as an Exhibit to our Form SB-2
      Registration Statement filed with the SEC on August 16, 2006.
|--- | -------------------------------------------------------------------------------------------------------------------
|(2) | Previously filed as an Exhibit to our Annual Report on
      Form 10-KSB on May 29, 2007.                          
|(3) | Previously filed as an Exhibit to our Current Report on
      Form 8-K filed on April 30, 2008.                    
|    |                                                                                                                    

Page 23 of 24

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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/
      Robert L. Thast                                           
| |       | ROBERT L. THAST                                                     
| |       | Chief Executive Officer, Chief Financial
      Officer ,            
| |       | President, Secretary, Treasurer                                     
| |       | (Principal Executive Officer and Principal
      Accounting Officer)
| |       |                                                                     
| | Date: | June
      13, 2008                                                 

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/
      Robert L. Thast                                           
| | ----- | --------------------------------------------------------------------
| |       | ROBERT L. THAST                                                     
| |       | Chief Executive Officer, Chief Financial
      Officer ,            
| |       | President, Secretary, Treasurer                                     
| |       | Director                                                            
| |       | (Principal Executive Officer and Principal
      Accounting Officer)
| |       |                                                                     
| |       |                                                                     
| | Date: | June
      13, 2008                                                 

---