a5634513.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-KSB

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

For the Fiscal year ended December 31, 2007

Commission File number 0-15078

NOVA NATURAL RESOURCES CORPORATION

(Name of Small Business Issuer in its charter)

Colorado

(State or other jurisdiction of incorporation Identification No.)

84-1227328

(I.R.S. Employer of incorporation

Identification No.)

2000 NE 22nd ST

Wilton Manors, Fl 33305

(Address of principal executive offices)

(954) 557-2688

(issuer’s phone number)

Securities registered under Section 12(b) of the Act: NONE

Securities registered under Section 12(g) of the Act:

Common Stock, $.10 Par Value

(Title of Class)

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

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]

Issuer's revenues for its most recent fiscal year totaled: None

Documents Incorporated by Reference: None

Transitional Small Business Disclosure Format: Yes___. No. X

As of December 31, 2007, the Registrant had outstanding no shares of Convertible Preferred Stock, $1.00 par value issued and outstanding.

Number of Shares of Common Stock Outstanding $.10 par value as of December 31, 2006 8,071,764

Transitional Small Business Disclosure Format YES ___ NO X

NOVA NATURAL RESOURCES CORPORATION

TABLE OF CONTENTS

		Page

	PART I

Item 1.	Description of Business	3

Item 2.	Description of Property	5

Item 3.	Legal Proceedings	5

Item 4.	Submission of Matter to a Vote of Security Holders	6

	PART II

Item 5.	Market for Common Equity and Related Stockholder Matters	6

Item 6.	Management's Discussion and Analysis or Plan of Operation	6

Item 7.	Financial Statements	8

Item 8.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17

Item 8A.	Controls and Procedures	17

Item 8B	Other Information	17

	PART III

Item 9.	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act	18

Item 10.	Executive Compensation	20

Item 11.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20

Item 12.	Certain Relationships and Related Transactions	21

Item 13.	Exhibits	21

Item 14.	Principal Accountant Fees and Services	22

	Signatures	23

PART 1

Item 1. Description of Business

Nova has been a business in transition since the divesture of the electronic business. Management has reviewed many business opportunities but has passed on those that did not insure the company with free and clear assets and exclusive protection of the opportunity. The company is evaluating several opportunities and expects to acquire a new business interest in 2008 and return to the status of an operating company.

Nova Natural Resources Corporation (the "Registrant", "Company" or "Nova") was incorporated under Colorado Law on April 1, 1993 and is the surviving company in a merger, effective February 1, 1995, of the Company and Nova Natural Resources Corporation, a Delaware corporation. The merger was effected to change the Company's domicile from Delaware to Colorado and caused no change in the Company's capitalization. The Delaware Corporation was the successor to Nova Petroleum Corporation and Power Resources Corporation, which merged in 1986. Prior to that merger, Nova Petroleum Corporation and Power Resources Corporation operated since 1979 and 1972, respectively.

Significant changes in the Company business

On February 27, 2001, the Company closed a transaction pursuant to the terms of an Asset Purchase Agreement dated February 9, 2001 (the "Agreement") with TORITA DONGHAO LLC ("Torita Delaware"), a Delaware Corporation, by which Torita Delaware acquired control of the Company.

Torita Delaware manufactures, markets, and sells electronic equipment, including computer hardware, computer monitors, television sets, internet access devices for use with TV sets, digital video devices (DVD's) and related equipment. Torita Delaware's products are marketed in Southeast Asia. Its production facilities occupy 128,000 square feet in Zhuhai City in the People's Republic of China ("PRC") and include six manufacturing lines with an annual production capacity of approximately 1 million PC's, 1 million DVD devices and 200,000 TV sets. Torita Delaware owns 50% of the former cosmetics arm of Torita Group, though this business line has not played a significant role in the Company's operations. The Company wrote off its equity investment of $15,107 in the cosmetics company in the fourth quarter of the fiscal year, since it is uncertain whether this investment will be recoverable.

Torita Delaware was formed by the spin-off of the electronics and the cosmetics divisions of the Torita Group of the PRC. Torita Group ("Torita"), a large, diversified company with over ten years of operating history in China, was composed of several divisions with diverse business interests. During calendar year 2001, Torita went into receivership due to its large portfolio of non-performing real estate assets. These assets are in the process of disposition, a process expected to take several years to accomplish. Although Torita Delaware and Torita are completely separate companies, this event caused an indirect effect on the Company's ability to do business.

Historically, the Company's electronics manufacturing operations utilized Torita's credit facilities as its major source of working capital. When the Company became independent of Torita, it no longer had access to that capital, but the relationship was retained with Torita's lenders, including the maintenance of a $7 million line of credit with a local bank. . When Torita subsequently went into receivership, even though the Company was no longer affiliated with Torita, this line of credit was withdrawn. In addition, Torita's bankruptcy filing caused many of the Company's existing suppliers to cut off their credit terms with the Company, due to the past close association of the two companies. These events made it much more difficult for the Company to obtain credit in China.

On March 16, 2003, pursuant to unanimous approval of the board of directors of Nova, the Company authorized its president to secure a convertible note from Henan Zhenyuen (Group) Co., LTD, and to appoint three new Directors. The company appointed Ms. Li Wang, Mr. Yanbo Yin both Chinese Nationals and reappointed Mr. Chris Tse. Mr. Tse was also appointed the President and CEO of the company upon the resignation of its former President Mr. Edward Chan. Mr. Chan also resigned as a Director of the company. Additionally, Mr. Han Zhende of the Torita group resigned as a Director. The note from Zhenyuen (Group) was never secured. The company secured funding from a company called Good Creative Limited a BVI. This information was communicated in an 8K filing and press release by the current management.

On 11 November 2003 Nova entered into an agreement to divest of the core business, the electronic assets the company had idled at 2002 year end. The electronic business unit declined shortly after acquisition due to a slow down in demand for existing products and a lack of immediate working capital required for new product introduction. Revenue decreased significantly from 2001 of $4.8MM to 2002 of $.4MM whereby the company was unable to continue operations. Previous management was unsuccessful in efforts to raise the necessary working capital in the time frame in which the business unit had opportunities for its product. The decrease in demand, consumption of saleable inventory and lack of working capital resulted in discontinuing the operations at year end 2002. The business had remained idle while the new management team and board of directors accessed the market conditions for the company products and production capabilities. The current board of directors had determined that restarting the operations created significant risk for its shareholders and determined that raising funds with equity would be difficult if not impossible. Therefore, the Directors approached the original owners and reached an agreement for the return of assets in turn for the return of the Torita Electronic (Hong Kong) Ltd., common stock in the amount of 138,612,287 shares. This was the control block originally issued for the assets but did not include stock issued for services in connection with facilitation of the deal and payment for services. The divesture agreement was entered into with Han Zhende, President of Torita Electronic (Hong Kong) Company Ltd., and provided for the return of the assets acquired from the original agreement, dated Feb 09 2001 between Torita Donghao, LLC and Nova Natural Resource Corporation. The agreement provided for the return of assets, assumption of all liabilities associated with the Chinese operation in turn for the return to Nova the 138,612,287 shares of common stock originally issued to Torita Electronic (Hong Kong) Ltd.

On 17 Jun 2004 Nova entered into an agreement to purchase the assets of two Gas Stations located in Anyang City, Henan Province, China from Great Frame International Enterprise Limited, a Hong Kong Company. The stations were equipped with LPG refilling equipment. The stations along with a recently acquired LPG conversion technology would allow Nova to continue the conversion of additional vehicles within the Anyang market and expand into other markets within the region. The stations had the capacity to generate in excess of two million dollars in combined fuel alternatives, but the primary focus was to convert and service LPG vehicles. This was due to higher gross margins and the positive environmental impact. Nova intended to issue 600,000 shares of common stock at an agreed price of $2.00 per share, for a total purchase price of $1,200,000. The majority owner and President/Director of Great Frame International Enterprise Limited was Wang Li; Ms Li was also a director of Nova. Upon the completion of the proposed agreement Wang Li would have become the largest shareholder of NOVA with approximately 45% of the issued and outstanding shares. This acquisition was designed to prove the LPG conversion technology was a benefit for both Nova and the Chinese market. The average cost to convert a taxi from gas to LPG was approximately $420 and the conversion cost for a bus was approximately 25% higher. It was estimated that the average taxi would drive 450KM per day with a monthly fuel saving of $73.00, creating a pay back for the driver in six months. The pay back for a bus was approximately one and a half years, but combined with the positive environmental results the local governments were eager to convert. The company expected the primary growth revenue generator would be the refilling of the LPG vehicles; the current gross margin was significantly higher than that of the non converted petrol vehicles. Given the increasing vehicles entering the Chinese market and vast number of vehicles that could benefit from the conversion the company worked for over one year to try and bring this deal to a successful close. The company engaged several outside parties in both the US and China to develop a successful structure for the transaction whereby Nova would have full rights privileges and true ownership of the assets identified in the deal. Although representatives of Nova visited the sites of these assets, the deal was complicated by a transfer of the state assets to the Hong Kong Company. This transfer could not be assured was acceptable under Chinese Law, making the deal risky on the representations made by Great Frame International and since Wang Li was a director of both companies Nova consulted with additional resources. The company evaluated several alternatives in restructuring the deal, but in meeting with Chinese Accountants and Legal Advisors, it was determined that the transaction could not be structured in a manner initially negotiated. This information was communicated in an 8K filing and press release by the current management.

On 1 July 2005 Nova rescinded the agreement entered into on June 17, 2004 to purchase the assets of two Gas Stations located in Anyang City, Henan Province, China. The agreement previously entered into with Great Frame International Enterprise Limited, a Hong Kong Company, provided that Great Frame would provide written evidence that the agreement was in compliance with Chinese Laws and procedures and that the assets described in the agreement were not encumbered in any manner. Failing to comply with this requirement the company cancelled the agreement. Additionally, Mr. Chris Tse President & CEO and Chairman of the Board, accepted the resignation of Wang Li and Yin Yanbo as directors of the company and decided to serve as sole officer and director of the company until such time as qualified replacements could be selected. This information was communicated in the form of an 8K filing by the current management.

Change in Control

Effective at Closing of the Torita Delaware transaction, all of Nova's officers and directors, except Brian B. Spillane, resigned, as contemplated by the Agreement. Edward T. S. Chan, CEO of Torita Delaware, thereupon was named President, Treasurer and a Director of the Company. Mr. Spillane resigned as President, but remains a Director of the Company, and was appointed its Secretary. Mr. Spillane continued his affiliation with the Company and continued to maintain the Company's corporate office in Denver, Colorado at the request of Torita Delaware. This request was not a requirement for approval of the transaction by the Company's former Board of Directors. In September 2001, Han Zhende and Chris Tse, both based in China, were appointed Directors of the Company. Mr. Han is the Company's Chief Operating Officer, and is in charge of the Company's electronics manufacturing operations in Zhuhai City, the People's Republic of China. Mr. Tse resigned as Vice President and a Director of the Company in November.

Upon effectuation of the Agreement, Torita Electronic (Hong Kong) Ltd. held 138,612,287 shares of the Registrant's $0.10 par value common stock, 59.5% of the total common shares issued and outstanding, and therefore became the new controlling shareholder of the Company. Affiliates of Torita Delaware controlled an additional 32% of the then-issued and outstanding shares. The consideration used to obtain such control was the acquisition by the Company of 100% of the business and operating assets of Torita Delaware.

On March 16 2003 the board of directors accepted the resignation of Mr. Edward Chan as the President and CEO and appointed Mr. Chris Tse to the position of President and CEO.

On June 30, 2003, pursuant to majority shareholder consent and affirmed by 199,873,886 votes constituting 71.5% of the 279,551,551 shares issued and outstanding as of June 28, 2003, the majority shareholders voted and approved the appointment of Mr. Chris Tse as the Company President and Chief Executive Officer and appointment to the Board of Directors. Mr. Edward Chan was terminated as the President and Chief Executive Officer and removed from the Board of Directors. This action was in response to the failure of Mr. Chan to place into writing his verbal resignation as the President and from the Board of Directors. This information was communicated in an 8K filing and press release by the current management.

Employees

At December 31, 2007, Nova had only one employee, its President & CEO, Mr. Wayne A. Doss.

Environmental Regulations

The Company is not currently subject to any pending administrative or judicial enforcement proceedings arising under environmental laws or regulations. Environmental laws and regulations may be adopted in the future which may have an impact upon the Company's operations.

Item 2. Description of Properties

The executive offices of the Company are located at 2000 NE 22ND Street, Wilton Manors, Florida, 33305. The space is approximately 500 sq ft. The Company is currently in the process of relocating its executive offices.

Item 3. Legal Proceedings

The Company knows of no legal proceedings contemplated or threatened against it.

Item 4. Submission of Matter to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2007.

Part II

Item 5. Market for Common Equity and Related Shareholder matters

The Company's Common Stock is quoted on the OTC Bulletin Board under the symbol "NVNJ" at December 31, 2007 and has had no trading activity.

Shareholders

The number of record holders of the Company's Common Stock as of December 31, 2007 was approximately 107.

Dividends

To date, we have not paid any cash dividends on our common stock, nor do we anticipate that we will pay dividends in the foreseeable future. Payment of dividends in the future will depend upon the Company’s earnings and its cash requirements at that time.

Securities Authorized for Issuance Under Equity Compensation Plans

As of fiscal 2007, no securities were authorized for issuance under compensation plans previously approved by security holders. As of fiscal 2007, no securities were authorized for issuance under compensation plans not previously approved by security holders.

Equity Securities Issuances During Fiscal 2007

·	On March 31, 2007 the Company issued two million five hundred thousand shares of restricted common stock to each of the new Directors Mr. Putnam and Mr. Laroche, for a total of five million (5,000,000) shares.

·	On March 31, 2007 the Company issued 1,250,000 shares of restricted common stock to its consultant Mr. Wayne A Doss for services.

·	On April 15, 2007, the Company was authorized to issue 10,000,000 shares of restricted common stock for the acquisition of the Lotta Minutes Calling Card rights.

·	On April 30, 2007 the Company was authorized to issue 5,000,000 shares of restricted common stock to two consultants involved in the Lotta Minutes Deal.

On October 1, 2007 the Company cancelled the Lotta Minutes deal for non performance of the acquisition agreement terms, ten million (10,000,000) shares were authorized to be issued in conjunction with the closing of the deal, the shares were never issued and the board of directors cancelled the authorization to issue said shares and the five million (5,000,000) shares for the consultants associated with the Lotta Minutes Deal.

Item 6. Management Discussion and Analysis

The following Management’s Discussion and Analysis (“MD&A) for the twelve month period ended December 31, 2007 compared with the twelve month period ended December 31, 2006 provides readers with an overview of the operations of Nova Natural Resources Corporation (“Nova”). The MD&A provides information that the management of Nova believes is important to access and understand the results of operations and the financial condition of the Company.

Our objective is to present readers with a view of Nova through the eyes of management.

This discussion and analysis should be read in conjunction with Nova’s financial statements and accompanying notes to the financial statements for the twelve month period ended December 31, 2007.

About Nova Natural Resources Corporation

The Company has not earned any revenue from limited principal operations since 2002. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7").

Since the company’s fiscal year ended December 31, 2002, the company has not generated any revenue but has continued incurring administrative expenses. The accumulated deficit since 2002 is $255,903 as at December 31, 2007 (2006 - $167,403).

Management's discussion of anticipated future operations contains predictions and projections which may constitute forward looking statements. The Private Securities Litigation Reform Act of 1995, including provisions contained in Section 21E of the Securities Exchange Act of 1934, provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company's actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of the Company's business include, but are not limited to, the following:

Forward-looking Information

This Form 10-KSB contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-KSB which is not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may", "will", "expect", "believe", "anticipate", "estimate", or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties and actual results may differ materially depending on a variety of factors, many of which are not within the Company's control.

Item 7. Financial Statements

NOVA NATURAL RESOURCES CORPORATION

FINANCIAL STATEMENTS

AND

AUDITOR’S REPORT

DECEMBER 31, 2007

TABLE OF CONTENTS

TABLE OF CONTENTS	9
AUDITOR'S REPORT	10
BALANCE SHEETS	11
STATEMENTS OF OPERATIONS AND ACCUMULATED SURPLUS	12
STATEMENTS OF STOCKHOLDERS' EQUITY	13
STATEMENTS OF CASH FLOW	14
NOTES TO THE FINANCIAL STATEMENTS	15
NOTES TO THE FINANCIAL STATEMENTS	15

AUDITOR’S REPORT

To the Shareholders of

Nova Natural Resources Corporation

I have audited the accompanying balance sheets of Nova Natural Resources Corporation as of December 31, 2007 and the related statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2007. These statements are the responsibility of the corporation’s management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also 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. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, these financial statements referred to above present fairly in all material respects, the financial position of the corporation for the year ended December 31, 2007 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

Chartered Accountant

Licensed Public Accountant

Thornhill, Ontario, Canada

March 13, 2008

NOVA NATURAL RESOURCES CORPORATION

BALANCE SHEETS

AS AT DECEMBER 31, 2007

ASSETS	12/31/07			12/31/06

Current
Cash on Hand	$	-		$	-

LIABILITIES
Current
Accounts Payable and Accruals		48,000			22,000

Current
Notes Payable – Note 5		50,500			50,500
		98,500			72,500

STOCKHOLDERS’ EQUITY

Common stock, $0.10 par value, 50,000,000 shares authorized; 8,071,764 shares issued and outstanding		13,421,316			13,358,816

Additional Paid in Capital		(7,718,434	)		(7,718,434	)

Accumulated Deficit – Note 5		(5,801,382	)		(5,712,882	)
		(98,500	)		(72,500	)

	$	-		$	-

Approved By:

Director:

The accompanying summary of significant accounting policies and notes are an integral part of these financial statements.

NOVA NATURAL RESOURCES CORPORATION

STATEMENTS OF OPERATIONS AND ACCUMULATED SURPLUS

FOR THE YEAR ENDED DECEMBER 31, 2007

	12 Months Ended
	12/31/2007			12/31/2006			12/31/2005


Revenue	$	-		$	-		$	-

Expenses:
Administrative		88,500			12,000			9,454
		88,500			12,000			9,454


Net Income / (Loss) for the year	$	(88,500	)	$	(12,000	)	$	(9,454	)

Basic and diluted net income (loss) per share	$	(0.011	)	$	(0.007	)	$	(0.010	)

Weighted Average Common Shares Outstanding		8,071,764			1,821,764			971,764

The accompanying summary of significant accounting policies and notes are an integral part of these financial statements.

NOVA NATURAL RESOURCES CORPOATION

STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2007

	Common Stock						Additional Paid-In Capital			Accumulated Surplus (Deficit)			Total Stockholders’ Equity
	Shares before reverse split		Shares after reverse split		Amount

Balances, December 31, 2006		1,115,291,264		1,821,764	$	13,358,816	$	(7,718,434	)	$	(5,712,882	)	$	(72,500	)

Consulting Fee				6,250,000		62,500								62,500

Net Income (Loss) for the year											(88,500	)		(88,500	)

Balances, December 31, 2007		1,115,291,264		8,071,764	$	13,421,316	$	(7,718,434	)	$	(5,801,382	)	$	(98,500	)

NOVA NATURAL RESOURCES CORPORATION

STATEMENTS OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2007

	12 Months Ended
	12/31/07			12/31/06			12/31/05
Cash Provided by (Used in):

Operating Activities
Cash from Operations	$	(88,500	)	$	(12,000	)	$	(9,454	)
Cash Provided from non cash items
Amortization		-			-			-
Net Change in Accounts Payable and Accruals		26,000			4,000			4,000
		(62,500	)		(8,000	)		(5,454	)
Investing Activities
Reversal of Technology Agreement		-			-			-

Financing Activities
Issue of Shares		62,500			8,000			5,000
Issue of Note Payable		-			-			-
		62,500			8,000			5,000

Increase (Decrease) in Cash during the year		-			-			(454	)

Cash Balance – beginning of year		-			-			454

Cash Balance - end of year	$	-		$	-		$	-

The accompanying summary of significant accounting policies and notes are an integral part of these financial statements.

NOVA NATURAL RESOURCES CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007

1. Nature of Business

Management has decided that the company would be more valuable and the interest of its shareholders would be better served by the sale, reassignment and abandonment of the company’s assets and marketing the company as a “shell” to potential buyers.

2. Summary of Significant Accounting Policies

a. Basis of Presentation - Development Stage Company

b. Use of Estimates

The preparation of the company’s financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The actual results could differ from those estimates.

c. Cash Equivalents

The company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

d. Earnings per Share

Net loss per share is presented in accordance with the provisions of the Statement of Financial Accounting Standards (SFAS) No: 128, Earnings Per Share. SFAS No: 128 replaces the presentation of primary and diluted earnings per share (EPS), with a presentation of basic EPS and diluted EPS. Under SFAS No: 128, basic EPS excludes dilution for potential common shares and is computed by dividing the net loss by the weighted average number of common shares outstanding for the year. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common stock. Basic and diluted EPS are the same in 2005, 2006 and 2007 as all potential common shares were anti-dilutive.

The accompanying summary of significant accounting policies and notes are an integral part of these financial statements.

NOVA NATURAL RESOURCES CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007

e. Stock-based Compensation

Effective January 1, 2006 the Company adopted Statement of Financial Accounting Standard No. 123R “Share-Based Payment” (“FAS 123R”) and Staff Accounting Bulletin No. 107 (“SAB 107”), which was issued in March 2005 by the Securities and Exchange Commission regarding the SEC's interpretation of FAS 123R. FAS 123R addresses the accounting for share-based payment transactions in which a company obtains employee services in exchange for (a) equity instruments of a company or (b) liabilities that are based on the fair value of a company’s equity instruments or that may be settled by the issuance of such equity instruments.

4. Notes Payable

The notes payable are non-interest bearing, have no repayment terms and are convertible to common shares at the option of the note holder.

5. Accumulated Deficit

	12 Months Ended
	12/31/2006		12/31/2006

Accumulated Deficit from inactivity	$	255,903	$	167,403

Accumulated Deficit from business operations		5,545,479		5,545,479

Accumulated Deficit – end of year	$	5,801,382	$	5,712,882

Item 8. Changes in and Disagreements with Accountants on Accounting Financial Disclosure

None

Item 8A. Controls and Procedures

As of the end of fiscal 2007, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective, however the Company lacked the resources to cause the material information required to be disclosed by us in the reports that we file or submit under the Exchange Act to be recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. The Company now has the resources required to ensure the materials required are filed in a timely manner.

Item 8B. Other Information

Material Events that occurred during 2007

On March 15, 2007 the shareholders of Nova Natural Resources Corp., by majority consent accepted the resignation of the sole Director and Officer of the Company Mr. Chris Tse, appointed Mr. David Putnam as the President & CEO and Chief Financial Officer of the Company, and appointed Mr. Nick Laroche as a Company Director. Mr. Putnam currently resides in Toronto, Ontario, therefore the Company executive offices are in the process of being relocated to Toronto, Ontario. This action was taken by the Shareholders of the Corporation by a vote, or concurrence of the majority of the outstanding shares. This action was approved in excess of the two third majority as required by Colorado Law and the Company Articles of Incorporation.

On March 31, 2007 the newly appointed Board of Directors approved the appointment of Mr. Putnam as the Company President & CEO and the majority consent in reference to the appointment of the new Directors, Mr. Putnam and Mr. Laroche. The New Board of Directors approved the issuance of 2,500,000 shares of rule144 restricted common stock for each of it new Directors. The Board of directors authorized the President to proceed with the acquisition of the Lotta Minutes Prepaid Calling Card transaction after reviewing the Executive Summary. The Board authorized the President to proceed with securing the rights and privileges in an asset acquisition structure whereby Nova Natural Resources would acquire 100% of said rights and privileges. The President was authorized to issue up to ten million (10,000,000) shares of Nova Natural Resources Rule 144 Restricted Common Shares and up to $500,000.00 (with the condition the funds would be paid based upon a future funding or once the company has adequate working capital) to secure rights.

On April 15, 2007 the Board approved the Lotta Minutes Pre-Paid Calling Card transaction and authorized the President to issue ten million (10,000,000) shares of Nova Natural Resources Rule 144 Restricted Common Stock to Glen Simon for 100% of 2133185 Ontario Inc., for all rights and privileges concerning the Lotta Minutes deal as defined in the Lotta Minutes Executive Summary and documentation.

On April 30, 2007 the Board approved the consulting contracts with two outside consultants to assist the company in its new venture. The consultants, Mr. Aluwahlia and Mr. Wendlegoed will each receive 2,500,000 shares of rule 144 Restricted Common Stock at .01 for said services.

On October 1, 2007 the Board accepted the resignation of Mr. David Putnam, its President and CEO, additionally Mr. Putnam resigned from the Board of Directors. The Board accepted the appointed of Mr. Wayne A. Doss to serve as the President and CEO and Director replacing Mr. Putnam. Mr. Doss has been a consultant and business advisor for the company since 2001.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(A) Of The Exchange Act

The following table sets forth the names and ages of the member(s) of our Board of Directors and our executive officers and the positions held by each.

Name		Age		Position
Wayne A. Doss		54		President, chief executive officer and director

Mr. Doss was elected as president, chief executive officer and director in October 2007.

Set forth below are descriptions of the background of the executive officer and director of the Company and principal occupations for the past five years:

Wayne A. Doss was elected as president, chief executive officer and director of Nova Natural Resources Corporation in October 2007 and has acted in a consultant capacity since 2003. Before being elected as president, chief executive officer and director of Nova Mr. Doss was a business consultant for several Public Companies.

The President and Chief Executive Officer was appointed by the Board of Directors and holds office at the discretion of the Board.

None of the officers or Board member(s) has been involved in any bankruptcy petition filed by or against any business of which they were a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time.

None of the officers or Board member(s) has any conviction in a criminal proceeding or is subject to a pending criminal proceeding.

None of the officers or Board members is subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

None of the officers or Board members have been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers and directors and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership of equity securities of Phinder with the SEC. Officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) forms that they file.

Mr. Chris Tse and Mr. Wayne Doss have not filed Form 4 Statement of Changes in Beneficial Ownership.

Code of Ethics

The Board of Directors adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers and employees, including our CEO and senior officers. A copy of our Code of Ethics is attached hereto as an Exhibit 14. Shareholders may also request a copy of the Code of Ethics from:

Nova Natural Resources Corporation

Attention: Investor Relations

2000 NE 22nd Street

Wilton Manors, Fl. 33305

Board Meetings and Committees

On October 1, 2007 the Board accepted the resignation of Mr. David Putnam its President and CEO, additionally Mr. Putnam resigned from the Board of Directors. The Board accepted the appointed of Mr. Wayne A. Doss to serve as the President and CEO and Director replacing Mr. Putnam. Mr. Doss has been a consultant and business advisor for the company since 2001.

Audit Committee

We currently do not have an Audit Committee, the Board currently handles the duties of the Audit Committee. The Company does not believe that not having an Audit Committee will have any adverse effect on its financial statements, based upon current operations. Management will assess whether an Audit Committee may be necessary in the future.

Item 10. Executive Compensation

The President, Chief Executive Officer and Director has not received cash compensation for our last fiscal year. There have been no annuity, pension or retirement benefits ever paid to our officers or directors. We currently do not have an employment agreement with the President, Chief Executive Officer and Sole Director.

Summary Compensation Table

The following table shows the compensation for the fiscal year ended December 31, 2007 earned by the President, Chief Executive Officer and Director:

Name and Principle Position	Fiscal Year Ended	Salary ($)		Bonus ($)		Stock Awards ($) (1)		Option Awards ($)\		All Other Compensation ($)		Total ($)
Wayne A. Doss (as) President, Chief Executive Officer	2007	$	0	$	0	$	12,500	$	0	$	0	$	12,500
	2006	$	0	$	0	$	0	$	0	$	0	$	0

Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the ownership of our common stock as of December 31, 2007 by: (i) each Director; (ii) each of the Named Executives Officers in the Summary Compensation Table; (iii) all Executive Officers and Directors of the Company as a group and (iv) all those known by us to be beneficial owners of more than five percent of our common stock. As of December 31, 2007, there are 8,071,764 shares of common stock outstanding.


Title Of Class	Name and Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Common Stock	Wayne Doss	3,270,000	40.5%
Common Stock	David Putnam	2,500,000	30.9%
Common Stock	Nick Laroche	2,500,000	30.9%
Common Stock	Chris Tse	1,130,000	13.9%

Item 12. Certain Relationships and Related Transactions

None

Item 13. Exhibits

Exhibit No.	Description

Exhibit 3.1	Articles of incorporation
Exhibit 14	Code of Ethics
Exhibit 31.1	Section 302 Certification of the Chief Executive Officer
Exhibit 31.2	Section 302 Certification of the Chief Financial Officer
Exhibit 32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003
Exhibit 32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003

Item 14. Principal Accountant Fees and Services

In January 2002, the Company’s Board engaged Eddy S.L. Chin Chartered Accountant as the independent accountant of the Company.

Fees that we paid to Eddy S.L. Chin Chartered Accountant for the fiscal year ended December 31, 2007, fees paid for the fiscal year ended December 31, 2006 and December 31, 2005 are set forth below:


	2007		2006		2005
Audit fees	$	15,000	$	10,000	$	10,000
Tax fees				0		0
All other fees				0		0
	$	15,000	$	10,000	$	10,000

Audit Fees

Audit fees were for professional services rendered for the audit of our annual financial statements for the years ended December 31, 2007, 2006 and 2005.

Tax Fees

Nil fees were paid to auditors for tax compliance, tax advice or tax compliance services during the fiscal years ended December 31, 2007, 2006 and 2005.

All Other Fees

We did not incur any other fees billed by auditors for services rendered to our Company, other than the services covered in “Audit Fees” for the fiscal years ended December 31, 2007, 2006 and 2005.

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

	NOVA NATURAL RESOURCES CORP. Registrant

DATE: March 14, 2008	By:	/S/ Wayne A. Doss
		Wayne A. Doss
		President, CEO and CFO