U.S. SECURITIES AND EXCHANGE COMMISSION
T ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 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 NUMBER: 0-13187
(formerly Novacon Corporation)
(Exact name of Registrant as Specified in Its Charter)
Registrants telephone number: (651) 452-1600
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 Par Value
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) been subject to such filing requirements for the past 90 days. Yes £ No T
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes T No £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, non-accelerated filer, or a smaller reporting company.
The Registrants revenues for the fiscal year ended May 31, 2008 were zero. The aggregate market value of the voting stock held by non-affiliates of the Registrant as of May 31, 2008: $34,867. As of May 31, 2008, the Registrant had 1,748,371 shares of common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes £ No T
TABLE OF CONTENTS
ITEM 1. DESCRIPTION OF BUSINESS.
NVCN Corporation, a Delaware corporation (Registrant), was incorporated in the State of Delaware on April 20, 1981, with the name Cardio-Pace Medical, Inc. On November 24, 1987, the Registrants name was changed to Novacon Corporation, and on February 20, 2001, the name was changed to NVCN Corporation.
The Registrant was incorporated in 1981 with authorized capital of 15,000,000 common shares with a par value of $0.01. On February 14, 2001, the shareholders of the Registrant approved (and on June 20, 2002, the Registrant effected) a 1 for 12 reverse common stock split, a reduction of common stock par value from $0.01 to $0.001, an increase of authorized capital to 50,000,000 common shares and the board of directors to authorize preferred shares of which 10,000,000 were authorized at $0.01 per share. The accompanying financial statements reflect all share data based on the 1 for 12 reverse common stock split basis.
Business of the Registrant.
The Registrant was organized to develop, manufacture and market its proprietary Durapulse(tm) cardiac pacemaker and accessory products. Although the Registrant achieved sales of its pacemaker medical device and accessories products, it did not achieve profitability. The Registrant suspended manufacturing the cardiac pacemaker in 1990. During 1985, the Registrant entered into an agreement with Qinling Semiconductor to establish Qinming Medical, Inc., a Sino-American joint venture in Baoji, China, for the manufacture and distribution of cardiac pacemakers and accessory products, which are still manufactured and distributed in China. In 1992, the Registrant sold its 49% interest in the joint venture to Qinming.
Until August 2000, the Registrant designed, developed, manufactured and marketed low-cost, disposable elastomeric infusion pumps for pain management and was developing other applications for its elastomeric infusion pump technology. Substantially all of the Registrant's revenues since 1995 were derived from the sale of elastomeric infusion pumps that were designed to deliver small quantities of pain medication at a nominally constant flow rate. The Registrants elastomeric infusion pumps, marketed as the dib(tm) Drug Infusion Balloon Pump, were authorized by the U.S. Food and Drug Administration for sale in the United States for epidural, intravenous and percutaneous infusion of a wide range of medications, including narcotic and non-narcotic anesthetics, chemotherapy agents and antibiotics. The Registrant terminated its drug infusion pump business activity as of August 31, 2000.
The decision by the management of the Registrant to discontinue its medical products business was based on claims asserted against the Registrant in 1999, by I-Flow Corporation (I-Flow), which claimed in litigation against the Registrant that the Registrants products infringed proprietary rights claimed by I-Flow. The I-Flow litigation resulted in a final judgment being
entered against the Registrant on May 26, 2000, in the amount of $1,344,582. The judgment also enjoins the Registrant from further sales of infringing products.
In an attempt to settle the above judgment, the Registrant on September 25, 2000, entered into a letter of intent to acquire all the issued and outstanding shares of YourNet, Inc. (YourNet). In order to facilitate this transaction, the Registrant entered into a settlement with I-Flow that would have required the Registrant to issue 500,000 shares of post acquisition stock and pay $144,000 in cash. Neither the Your Net acquisition nor the I-Flow settlement was completed.
The Registrant currently has no operations. The Registrant continues to evaluate alternatives in order to improve the Registrants financial condition, including merger and acquisition opportunities. There is no assurance that the Registrant will be successful in obtaining such opportunities. If a merger or acquisition opportunity does arise, the Registrants value as a partner in a merger or other business combination will rest primarily upon the potential public market for the Registrants shares.
The Registrant owns no patents or trademarks, and has no employees.
ITEM 2. DESCRIPTION OF PROPERTY.
The Registrant is provided office space without cost by the president of the company. It currently does not own any equipment at that location.
ITEM 3. LEGAL PROCEEDINGS.
(a) On September 1, 1998, the Registrant entered into a distribution agreement with its key supplier, DIB International Company, Ltd., Tokyo, Japan. The agreement was in effect for a four-year period and provides for minimum purchase quantities by the Registrant. The Registrant has breached the terms of the distribution agreement, but to date, the supplier has not taken any action against such breach. At this time, management is unaware of the potential financial effect of its breach.
(b) On July 23, 1999, the Registrant was served with a complaint filed in the United States District Court, Central District of California, Santa Ana, California, by I-Flow Corporation alleging various causes of action for patent interference against the Registrant with respect to its elastomeric infusion pump technology. The Registrant took the position that the California court lacked jurisdiction and elected not to appear. I-Flow Corporation claimed the dib(tm) Drug Infusion Balloon Pump design violated its patents and was subsequently awarded damages, legal fees and costs. The Registrant denied the Dib(tm) design infringed any I-Flow patents and regarded this legal action as strictly anti-competitive. However, the Registrant was financially unable to respond to this lawsuit in California and therefore I-Flow was granted a final default judgment on May 3, 2000 which awarded I-Flow Corporation a permanent injunction restraining the Registrant from importing, manufacturing, and selling its dib(tm) Drug Infusion Balloon Pump in the United States. In addition, I-Flow was awarded damages and costs totaling
$1,344,582. The Registrant believes this judgment has had a serious material adverse effect on its business and financial condition. During October 2000 the Registrant and I-Flow entered into a conditional settlement of the judgment. The settlement agreement provides that the Registrant will pay I-Flow Corporation $144,000 cash and issue to it 500,000 shares of new Registrant common stock. The settlement agreement provides that payment of the settlement must be made no later than December 31, 2000 or the agreement becomes null and void.
In conjunction with the court judgment in favor of I-Flow Corporation described above, effective August 31, 2000, the Board of Directors approved the conveyance of all the Registrants assets (with a book basis of $89,000 at May 31, 2000) to David P. Lang, Chief Executive Officer, and John D. Lang, Manager, Operations Manager, in full payment of their accrued, unpaid salaries of $392,711 and full satisfaction of the indebtedness owing to Mr. Lang for his previous loan of $75,000. In addition, Mr. Lang agreed to assume full responsibility for all Registrant liabilities, except the settlement damages to I-Flow Corporation and financial statement audit costs and expenses.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Registrants common stock began trading publicly in January, 1985 on the NASDAQ Small Cap following its initial public stock offering. The Registrants common stock was de-listed to the Over the Counter Bulletin Board in 1987. In February, 2000, the Registrants common stock was de-listed to the National Quotation Bureaus Pink Sheets (now know as Pink Sheets LLC), where it continued to trade under the symbol NVCN. In February 2001, the name was changed to NVCN Corporation, and now trades under the symbol NVCP. The range of closing prices shown below is as reported by this market. The quotations shown reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions.
Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on May 31, 2008 (1)
(1) The Registrants common stock only traded sporadically during this fiscal year
Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on May 31, 2007
Holders of Common Equity.
As of May 31, 2008, the Registrant had approximately 1,146 shareholders of record.
The Registrant has not declared or paid a cash dividend to stockholders since it was incorporated. The Board of Directors presently intends to retain any earnings to finance Registrant operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon the Registrant's earnings, capital requirements and other factors.
Sales of Unregistered Securities.
There were no sales of unregistered (restriceted) securities during the year ending May 31, 2008
ITEM 6. PLAN OF OPERATION.
The following discussion should be read in conjunction with the financial statements of the Registrant and notes thereto contained elsewhere in this report.
Twelve-Month Plan of Operation.
The Registrant intends to take advantage of any reasonable business proposal presented which management believes will provide the Registrant and its stockholders with a viable business opportunity. The board of directors will make the final approval in determining whether to complete any acquisition, and unless required by applicable law, the articles of incorporation or bylaws or by contract, stockholders' approval will not be sought.
There were no capital expenditures during the fiscal year ended May 31, 2008.
Risk Factors Connected with Plan of Operation.
Limited Prior Operations, History of Operating Losses, and Accumulated Deficit May Affect Ability of Registrant to Survive.
The Registrant has had limited prior operations to date. Since the Registrants principal activities recently have been limited to seeking new business ventures, it has no recent record of any revenue-producing operations. Consequently, there is only a limited operating history upon which to base an assumption that the Registrant will be able to achieve its business plans. In addition, the Registrant has only limited assets. As a result, there can be no assurance that the Registrant will generate significant revenues in the future; and there can be no assurance that the Registrant will operate at a profitable level. Accordingly, the Registrants prospects must be considered in light of the risks, expenses and difficulties frequently encountered in connection with the establishment of a new business.
The Registrant has incurred net losses: $209,758 for the fiscal year ended May 31, 2008 and $165,109 for the fiscal year ended May 31, 2007. The Registrants current liabilities exceed its current assets by $2,451,378 as of May 31, 2008 and $2,241,620 as of May 31, 2007. At May 31, 2008, the Registrant had an accumulated deficit of $11,401,690. This raises substantial doubt about the Registrants ability to continue as a going concern.
As a result of the fixed nature of many of the Registrants expenses, the Registrant may be unable to adjust spending in a timely manner to compensate for any unexpected delays in the development and marketing of the Registrants products or any capital raising or revenue shortfall. Any such delays or shortfalls will have an immediate adverse impact on the Registrants business, operations and financial condition.
Need for Additional Financing May Affect Operations and Plan of Business.
The working capital requirements associated with any adopted plan of business of the Registrant may be significant. The Registrant anticipates, based on currently proposed assumptions relating to its operations (including with respect to costs and expenditures and projected cash flow from operations), that it must seek financing to continue its operations (an amount which is as yet to be determined). However, such financing, when needed, may not be available, or on terms acceptable to management. The ability of the Registrant to continue as a going concern is dependent on additional sources of capital and the success of the Registrants business plan. The Registrants independent accountant audit report included in this Form 10-KSB includes a substantial doubt paragraph regarding the Registrants ability to continue as a going concern.
If funding is insufficient at any time in the future, the Registrant may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of its planned product development and marketing efforts, any of which could have a negative impact on its business, operating results and financial condition. In addition, insufficient funding may have a material adverse effect on the companys financial condition,
which could require the company to:
curtail operations significantly;
sell significant assets;
seek arrangements with strategic partners or other parties that may require the company to relinquish significant rights to products, technologies or markets; or
explore other strategic alternatives including a merger or sale of the company.
To the extent that the Registrant raises additional capital through the sale of equity or convertible debt securities, the issuance of such securities will result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on the Registrants operations. Regardless of whether the Registrants cash assets prove to be inadequate to meet the Registrants operational needs, the Registrant may seek to compensate providers of services by issuance of stock in lieu of cash, which will also result in dilution to existing shareholders.
Loss of Any of Current Management Could Have Adverse Impact on Business and Prospects for Registrant.
The Registrants success is dependent upon the hiring and retention of key personnel. None of the officers or directors has any employment or non-competition agreement with the Registrant. Therefore, there can be no assurance that these personnel will remain employed by the Registrant. Should any of these individuals cease to be affiliated with the Registrant for any reason before qualified replacements could be found, there could be material adverse effects on the Registrants business and prospects.
In addition, all decisions with respect to the management of the Registrant will be made exclusively by the officers and directors of the Registrant. Investors will only have rights associated with stockholders to make decisions which affect the Registrant. The success of the Registrant, to a large extent, will depend on the quality of the directors and officers of the Registrant. Accordingly, no person should invest in the shares unless he is willing to entrust all aspects of the management of the Registrant to the officers and directors.
Potential Conflicts of Interest May Affect Ability of Officers and Directors to Make Decisions in the Best Interests of Registrant.
The officers and directors have other interests to which they devote time, either individually or through partnerships and corporations in which they have an interest, hold an office, or serve on boards of directors, and each will continue to do so notwithstanding the fact that management time may be necessary to the business of the Registrant. As a result, certain conflicts of interest may exist between the Registrant and its officers and/or directors which may not be susceptible to resolution.
In addition, conflicts of interest may arise in the area of corporate opportunities which cannot be resolved through arms length negotiations. All of the potential conflicts of interest will be resolved only through exercise by the directors of such judgment as is consistent with their fiduciary duties to the Registrant. It is the intention of management, so as to minimize any potential conflicts of interest, to present first to the board of directors to the Registrant, any proposed investments for its evaluation.
Limitations on Liability, and Indemnification, of Directors and Officers May Result in Expenditures by Registrant.
The Registrants Amended and Restated Certificate of Incorporation contain provisions to eliminate, to the fullest extent permitted by the Delaware General Corporation Law, as in effect from time to time, the personal liability of directors of the Registrant for monetary damages arising from a breach of their fiduciary duties as directors. The Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws of the Registrant include provisions to the effect that the Registrant may, to the maximum extent permitted from time to time under applicable law, indemnify any director, officer, or employee to the extent that such indemnification and advancement of expense is permitted under such law, as it may from time to time be in effect. Any limitation on the liability of any director, or indemnification of directors, officer, or employees, could result in substantial expenditures being made by the Registrant in covering any liability of such persons or in indemnifying them.
Absence of Cash Dividends May Affect Investment Value of Registrants Stock.
The board of directors does not anticipate paying cash dividends on the common stock for the foreseeable future and intends to retain any future earnings to finance the growth of the Registrants business. Payment of dividends, if any, will depend, among other factors, on earnings, capital requirements and the general operating and financial conditions of the Registrant as well as legal limitations on the payment of dividends out of paid-in capital.
Non-Cumulative Voting May Affect Ability of Some Shareholders to Influence Mangement of Registrant.
Holders of the shares of common stock of the Registrant are not entitled to accumulate their votes for the election of directors or otherwise. Accordingly, the holders of a majority of the shares present at a meeting of shareholders will be able to elect all of the directors of the Registrant, and the minority shareholders will not be able to elect a representative to the Registrants board of directors.
(h) No Assurance of Continued Public Trading Market and Risk of Low Priced Securities May Affect Market Value of Registrants Stock.
There has been only a limited public market for the common stock of the Registrant. The common stock of the Registrant is currently quoted on the Pink Sheets LLC. As a result, an
investor may find it difficult to dispose of, or to obtain accurate quotations as to the market value of the Registrants securities. In addition, the common stock is subject to the low-priced security or so called penny stock rules that impose additional sales practice requirements on broker-dealers who sell such securities. The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure in connection with any trades involving a stock defined as a penny stock (generally, according to recent regulations adopted by the U.S. Securities and Exchange Commission (SEC), any equity security that has a market price of less than $5.00 per share, subject to certain exceptions), including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith. The regulations governing low-priced or penny stocks sometimes limit the ability of broker-dealers to sell the Registrants common stock and thus, ultimately, the ability of the investors to sell their securities in the secondary market.
Failure to Maintain Market Makers May Affect Value of Registrants Stock.
If the Registrant is unable to maintain a National Association of Securities Dealers, Inc. member broker/dealers as market makers, the liquidity of the common stock could be impaired, not only in the number of shares of common stock which could be bought and sold, but also through possible delays in the timing of transactions, and lower prices for the common stock than might otherwise prevail. Furthermore, the lack of market makers could result in persons being unable to buy or sell shares of the common stock on any secondary market. There can be no assurance the Registrant will be able to maintain such market makers.
Sale of Shares Eligible For Future Sale Could Adversely Affect the Market Price.
All of the 327,259 (post-split) shares of common stock that are currently held, directly or indirectly, by significant shareholders of the Registrant (other than management), as shown in the chart under Part III, Item 11 of this Form 10-KSB, have been issued in reliance on the private placement exemption under the Securities Act of 1933. Such shares will not be available for sale in the open market without separate registration except in reliance upon Rule 144 under the Securities Act of 1933. In general, under Rule 144 a person, or persons whose shares are aggregated, who has beneficially owned shares acquired in a non-public transaction for at least one year, including persons who may be deemed affiliates of the Registrant, as defined, would be entitled to sell within any three-month period a number of shares that does not exceed 1% of the then outstanding shares of common stock, provided that current public information is then available. If a substantial number of the shares owned by these shareholders were sold under Rule 144 or a registered offering, the market price of the common stock could be adversely affected.
Critical Accounting Policies.
The SEC has issued Financial Reporting Release No. 60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies (FRR 60), suggesting companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the Commission has defined the most critical accounting policies as the ones that are most important
to the portrayal of a companys financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, the Registrants most critical accounting policies include the use of estimates in the preparation of financial statements. The methods, estimates and judgments the Registrant uses in applying these most critical accounting policies have a significant impact on the results the company reports in its financial statements.
The preparation of these financial statements requires the Registrant to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Registrant evaluates these estimates, including those related to revenue recognition and concentration of credit risk. The Registrant bases its estimates on historical experience and on various other assumptions that is believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Forward Looking Statements.
The foregoing plan of operation contains forward looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended. The words believe, expect, anticipate, intends, forecast, project, and similar expressions identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements as to the Registrants estimates as to the adequacy of its capital resources, its need and ability to obtain additional financing, its operating losses and negative cash flow, and its critical accounting policies. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, those discussed above. These forward-looking statements speak only as of the date hereof. The Registrant expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
ITEM 7. FINANCIAL STATEMENTS
Financial statements as of and for the year ended May 31, 2008, and for the year ended May 31, 2007, are presented in a separate section of this report following Item 14.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The name, age, and respective position of the director and executive officer of the Registrant are set forth below. The director named below will serve until the next annual meeting of the Registrants stockholders or until his successors are duly elected and have qualified. Directors are elected for a term until the next annual stockholders meeting. Officers will hold their positions at the will of the board of directors, absent any employment agreement, of which none currently exist or are contemplated. There are no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of the Registrants affairs. There are no other promoters or control persons of the Registrant. There are no legal proceedings involving the directors of the Registrant. David P. Lang resigned as an officer and director of the Registrant January 27, 2002; Mr. Borglund was appointed as an director and officer of the company on that date prior to Mr. Langs resignation.
Director and Executive Officer.
Gary L. Borglund, Director. Mr. Borglund, age 62, has over eleven years of professional experience in new ventures as a principal and executive, as well as ten years as a consultant. Since 1998, Mr. Borglund has worked exclusively with early stage development, high tech and Internet companies. Mr. Borglund serves on several boards of directors for public and private companies and remains in these capacities with regard to the companies to date. Mr. Borglund was Vice President of Marketing for Greenhaven Marketing from 1991 to 1996 and a Director of Red Oak Management from 1996 to 2000. Mr. Borglund was appointed to the board of directors of City Capital Corporation of America in February 2001, and current serves as president of that firm. Mr. Borglund has attended the University of Minnesota. He became a director of the Registrant on September 28, 2001.
Compliance with Section 16(a) of the Securities Exchange Act.
Section 16(a) of the Securities Exchange Act of 1934 requires executive officers and directors, and persons who beneficially own more than 10% of any class of the Registrants equity securities to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission (SEC). Executive officers, directors and beneficial owners of more than 10% of any class of the Registrants equity securities are required by SEC regulations to furnish the Registrant with copies of all Section 16(a) forms they file.
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the registrant under Rule 16a-3(d) during fiscal 2002, and certain written representations from executive officers and directors, the Registrant is unaware of any required reports that have not been timely filed.
ITEM 10. EXECUTIVE COMPENSATION.
Summary Compensation Table
Mr. Borglund was appointed a director and president on January 27, 2002.
(2) Mr. Borglunds salary has been accrued but not paid.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the Registrant in the event of retirement at normal retirement date as there is no existing plan provided for or contributed to by the Registrant. In addition, no remuneration is proposed to be paid in the future directly or indirectly by the Registrant to any officer or director since there no existing plan as of May 31, 2008 which provides for such payment.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information regarding the beneficial ownership of shares of the Registrants common stock as of May 31, 2008 (1,743,371 issued and outstanding) by (i) all stockholders known to the Registrant to be beneficial owners of more than 5% of the outstanding common stock; and (ii) all officers and directors of the Registrant, individually and as a group (each person has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them):
None of these security holders has the right to acquire any amount of the shares within sixty days from options, warrants, rights, conversion privilege, or similar obligations.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Other than as set forth below, during the last two fiscal years there have not been any transaction that have occurred between the Registrant and its officers, directors, and five percent or greater shareholders.
Since January 2002, the Registrant has been provided office space without cost by the president of the company.
ITEM 13. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures.
Within the 90 days prior to the end of the period covered by this report, the Registrant carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (Exchange Act). This evaluation was done under the supervision and with the participation of the Registrants president. Based upon that evaluation, he concluded that the Registrants disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the Registrants disclosure obligations under the Exchange Act.
Changes in Disclosure Controls and Procedures.
There were no significant changes in the Registrants disclosure controls and procedures, or in factors that could significantly affect those controls and procedures since their most recent evaluation.
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits included or incorporated by reference herein are set forth under the Exhibit Index.
Reports on Form 8-K.
No reports on Form 8-K were filed in the fourth quarter of the fiscal year ended on May 31, 2008.
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.
Dated: September 15 ,2010
by: /s/ Gary Borglund
Gary Borglund, Principal Executive Officer
and Principal Financial Officer
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 date indicated:
Gruber & Company, LLC
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
(formerly Novacon Corporation)
Mendota Heights, Minnesota
We have audited the accompanying balance sheet of NVCN Corporation as of May 31, 2008, and the related statements of operations, shareholders deficit and cash flows for the years ended May 31, 2008 and 2007. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 the Company's internal control over its 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NVCN Corporation as of May 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 2 to the financial statements, the Companys recurring losses, negative cash flow from operations and net working capital deficiency raise substantial doubt about its ability to continue as a going concern. Managements plans as to these matters are also described in Note 2. The May 31, 2008 and 2007 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Gruber & Company, LLC
Gruber & Company, LLC
Lake Saint Louis, Missouri
September 14, 2008
(formerly Novacon Corporation)
MAY 31, 2007
See accompanying notes to financial statements
(formerly Novacon Corporation)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MAY 31, 2008 AND 2007
See accompanying notes to financial statements
(formerly Novacon Corporation)
STATEMENT OF SHAREHOLDERS DEFICIT
FOR THE YEARS ENDED MAY 31, 2008 AND 2007
See accompanying notes to financial statements
(formerly Novacon Corporation)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 2007, AND 2006
See accompanying notes to financial statements
(formerly Novacon Corporation)
NOTES TO FINANCIAL STATEMENTS
NVCN Corporation, a Delaware corporation (Company), was incorporated in the State of Delaware on April 20, 1981, with the name Cardio-Pace Medical, Inc. On November 24, 1987, the Companys name was changed to Novacon Corporation, and on February 20, 2001, the name was changed to NVCN Corporation.
The Company was incorporated in 1981 with authorized capital of 15,000,000 common shares with a par value of $0.01. On February 14, 2001, the shareholders of the Company approved (and on June 20, 2002, the Company effected) a 1 for 12 reverse common stock split, a reduction of common stock par value from $0.01 to $0.001, an increase of authorized capital to 50,000,000 common shares and authorized the board of directors to issue preferred shares of which 10,000,000 with a par value of $0.01 were authorized. The accompanying financial statements reflect all share data based on the 1 for 12 reverse common stock split basis.
The Company was engaged in the business of assembling and distributing disposable drug infusion pumps designed for hospital and home pain management applications, under an exclusive United States manufacturing and marketing agreement with the purported Japanese developer of the proprietary technology. In the second quarter of 2000, the Company discontinued its business operations and since that date has remained inactive.
The decision by the management of the Company to discontinue its medical products business was based on claims asserted against the Company in 1999, by I-Flow Corporation (I-Flow), which claimed in litigation against the Company that the Companys products infringed proprietary rights claimed by I-Flow. The I-Flow litigation resulted in a final judgment being entered against the Company on May 26, 2000, in the amount of $1,344,582. The judgment also enjoins the Company from further sales of infringing products.
In an attempt to settle the above judgment, the Company on September 25, 2000, entered into a letter of intent to acquire all the issued and outstanding shares of YourNet, Inc. (YourNet). In order to facilitate this transaction, the Company entered into a settlement with I-Flow that would have required the Company to issue 500,000 shares of post acquisition stock and pay $144,000 in cash. Neither the Your Net acquisition nor the I-Flow settlement was completed.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
During the year ended May 31, 2001, the Company satisfied accrued compensation to an officers/shareholders totaling $392,711 in exchange for assets totaling $89,562 and issuance of 327,258 shares of the Companys common stock ($0.12 per share for a total stock value of $39,571). Accordingly, the assets given up ($89,562) plus the value of the new shares issued ($39,571) deducted from the accrued compensation of $392,711 which gets eliminated was reflected as a part of paid-in capital instead of gain on extinguishment of debt totaling $263,578.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has no established source of revenue. This matter raises substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company intends to pursue acquisitions of various business opportunities that, in the opinion of management, will provide a profit to the Company; however, the Company does not have the working capital to be successful in this effort or to service its debt. These factors raise substantial doubt about its ability to continue as a going concern.
Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy that it believes will accomplish this objective through additional equity funding which will enable the Company to operate for the coming year. There is no guarantee that additional funding will be obtained or that the Company will be successful in it funding efforts or acquiring any profitable business opportunities.
Loss Per Share
Losses per share amounts are computed based on the weighted average number of shares actually outstanding. The net loss per share amounts are computed using the weighted average number of common shares outstanding divided by the loss for the respective period.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Statement of Cash Flows
For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Liabilities, including an amendment of FASB Statement No. 115" ("SFAS No. 159"). SFAS No. 159 permits entities to choose, at specified election dates, to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses shall be reported on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS No. 157 "Fair Value Measurements" ("SFAS No. 157"). The Company is currently assessing the impact that SFAS No. 159 will have on its financial statements.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, which is an amendment of Accounting Research Bulletin (ARB) No. 51. This statement clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This statement changes the way the consolidated income statement is presented, thus requiring consolidated net income to be reported at amounts that include the amounts attributable to both parent and the noncontrolling interest. This statement is effective for the fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Based on
current conditions, the Company does not expect the adoption of SFAS 160 to have a significant impact on its results of operations or financial position.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations. This statement replaces FASB Statement No. 141, Business Combinations. This statement retains the fundamental requirements in SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. This statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquire at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS 160 to have a significant impact on its results of operations or financial position.
SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
An officer-director in 2002 made a $15,000, interest bearing unsecured demand loan to the Company, to provide funds to pay outstanding Company expenses due to a former officer and former legal counsel of the Company.
PATENT INFRINGEMENT LAWSUIT
On July 24, 1999, the Company was served with a patent infringement lawsuit. The lawsuit was brought by I-Flow Corporation (I-Flow), which claimed the Companys product sales had infringed two of I-Flows patents. The Company did not have the resources available to defend the lawsuit and as a result, I-Flow obtained summary judgment against the Company by default on May 26, 2000, pursuant to which the Company was ordered to pay $1,344,582 in damages, attorneys fees, and interest, and further ordered to cease sales of its drug infusion pumps in the United States. . The Company is also required to pay interest at the legal rate on the amount of damages.
On October 13, 2000, the Company and I-Flow entered into a settlement agreement whereby the Company agreed to pay $144,000 and issue approximately 500,000 post-acquisition shares of the Company to I-Flow, simultaneously with a proposed transaction with YourNet, Inc. (YourNet).
The I-Flow settlement became null and void when the acquisition of YourNet and the settlement were not completed by December 31, 2000.
For financial statement purposes, no tax benefit has been reported for 2006 as realization of the tax benefits is uncertain. Accordingly, a valuation allowance has been established for the full amount for the deferred tax asset.
At May 31, 2008, for the years indicated, the Company had approximate net operating loss (NOL) carryforwards as follows for income tax purposes of $ 806,000 with expiration beginning in the year 2111 through 2028
The utilization of the carryforwards is dependent upon the Companys ability to generate sufficient taxable income during the carryforward period. In addition, utilization of these carryforwards may be limited due to ownership changes as defined in the Internal Revenue Code. See Note:8 Subsequent Event.
The litigation liability of $1,344,582, recorded in the fiscal year ended May 31, 2000, and not paid as of May 31, 2008, is not included in the above calculation.
NOTE 7: CHANGES IN SHAREHOLDERS DEFICIT
On May 26, 2004, the Company converted services of $ 500 to common shares . This transaction increased the equity by $ 500 to $ 1,743 and did not change the paid in capital..
COMMITMENTS AND CONTINGENCIES
In December 2003, the Company executed an agreement with its stock transfer agent to settle all past outstanding obligations for $8,000. The payment was subsequently made in January 2004 per the terms of the agreement. As part of the settlement, the Company entered into an agreement to retain the stock transfer agent through December 2006 at the mutually agreed rate of $625 per month. As of May 31, 2008 the Company has an outstanding balance of $ 23,013 with the stock transfer agent.
Rule 13a-14(a)/15d-14(a) Certification of Gary Borglund
Section 1350 Certification of Gary Borglund