UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended June 30, 2014

 

[ ] 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: 333-149617

 

Novagen Ingenium, Inc.

(Name of registrant as specified in its charter)

 

Nevada		98-0471927
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

9120 Double Diamond Pkwy, Suite 2227, Reno, Nevada 89521

(Address of Principal Executive Offices)

 

(310) 994-7988

(Issuer’s telephone number)

 

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ] 

 

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]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

As of March 9, 2016, the issuer had 48,510,901 shares of common stock, $0.001 par value per share, issued and outstanding.

 

 NOVAGEN INGENIUM, INC.

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Item 2. Management’s Discussion and Analysis or Plan of Operation.	6
Item 3. Quantitative and Qualitative Disclosure about Market Risk	8
Item 4. Controls and Procedures.	8
PART II — OTHER INFORMATION	10
Item 1. Legal Proceedings.	10
Item 1A. Risk Factors	10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	10
Item 3. Defaults Upon Senior Securities	10
Item 4. Mine Safety Disclosures	10
Item 5. Other Information.	10
Item 6. Exhibits.	10
SIGNATURES	11

 

PART I – FINANCIAL INFORMATION

 

Item 1 – Financial Statements

 

NOVAGEN INGENIUM, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

		June 30, 2014				December 31, 2013
ASSETS
Cash and equivalents		$	1,578			$	327
Other current assets			—				27
Total current assets			1,578				354
Property and equipment, net			—				227,038
Intangible assets			—				18,085
Total non-current assets			—				245,123
TOTAL ASSETS		$	1,578			$	245,477
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable and accrued liabilities		$	192,410			$	159,562
Notes payable			471,187				338,481
Notes payable, related parties			252,236				215,167
Deferred income			87,761				82,940
Total current liabilities			1,003,594				796,150
TOTAL LIABILITIES			1,003,594				796,150
STOCKHOLDERS' DEFICIT
Preferred stock,  $0.0001 par value, 50,000,000 shares authorized; no shares issued and outstanding			—				—
Common stock, $0.0001 par value; 100 million shares authorized, 48,510,901 and 48,510,901 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively			4,852				4,852
Additional paid in capital			1,613,343				1,609,411
Accumulated other comprehensive gain (loss)			10,289				64,686
Common stock payable			17,550				17,550
Accumulated deficit			(2,648,050	)			(2,247,172	)
TOTAL STOCKHOLDERS' DEFICIT			(1,002,016	)			(550,673	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	1,578			$	245,477

  

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

NOVAGEN INGENIUM, INC.

CONSOLIDATED RESULTS OF OPERATIONS

AND OTHER COMPREHENSIVE LOSS

(Unaudited)

 

		Six Months Ended June,								Three Months Ended June,
		2014				2013				2014				2013
REVENUES
Sales		$	—			$	25,730			$	—			$	17,171
Cost of revenues			—				26,178				—				15,947
Gross profit			—				(448	)			—				1,224
OPERATING EXPENSES
General and administrative expenses			147,522				131,534				111,034				62,000
Depreciation, depletion and amortization			—				2,056				—				—
Asset impairments			228,516				—				—				—
Total operating expenses			376,038				133,590				111,034				62,000
Loss from operations			(376,038	)			(134,038	)			(111,034	)			(60,776	)
OTHER INCOME/(EXPENSE)
Interest expense			(24,840	)			(78,934	)			(17,281	)			(6,370	)
Gain on extinguishment of debt			—				200				—				200
Total other expense			(24,840	)			(78,734	)			(17,281	)			(6,170	)
Net loss from continuing operations			(400,878	)			(212,772	)			(128,315	)			(66,946	)
Discontinued operations			—				(106,398	)			—				(34,424	)
Net loss		$	(400,878	)		$	(319,170	)		$	(128,315	)		$	(101,370	)
OTHER COMPREHENSIVE INCOME/(LOSS)
Currency translation			(54,397	)			85,688				(21,413	)			93,273
Net comprehensive loss		$	(455,275	)		$	(233,482	)		$	(149,728	)		$	(8,097	)
Net loss per share		$	(0.01	)		$	(0.01	)		$	(0.00	)		$	(0.00	)
From continuing operations		$	(0.01	)		$	(0.01	)		$	(0.00	)		$	(0.00	)
From discontinued operations		$	—			$	(0.00	)			—			$	(0.00	)
Weighted average number of shares outstanding, basic and fully diluted			48,510,901				46,577,199				48,510,901				46,642,769

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

NOVAGEN INGENIUM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Six Months Ended June 30,
		2014				2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income / (loss)		$	(400,878	)		$	(319,170	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount			—				52,200
Depreciation			—				3,669
Asset impairments			228,516				—
Imputed interest			3,932				—
Change in operating assets and liabilities:
Accounts receivable			—				7,891
Accrued interest			13,069				—
Prepaid expenses and other current assets			18,202				1,557
Deferred revenue			—				13,888
Accounts payable and accrued expenses			61,933				63,778
Net cash provided by / (used in) operations			(75,226	)			(176,187	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of intellectual property			—				3,450
Net cash used in investing activities			—				3,450
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable			107,565				80,461
Proceeds from related-party notes payable			86,394				212,198
Payments on related-party notes payable			(63,085	)			(30,050	)
Net cash provided by/(used in) financing activities			130,874				262,609
Foreign exchange effect			(54,397	)			(85,688	)
Net change in cash and equivalents			1,251				4,184
Cash and equivalents, beginning of period			327				1,451
Cash and equivalents, end of period		$	1,578			$	5,635
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest		$	14,857			$	527
Cash paid for income taxes			—				—
Reclassification of notes payable to related party			112,101				—

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 NOVAGEN INGENIUM, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

  

Note 1 – Basis of Presentation

 

Nature of Business

 

Novagen Ingenium Inc. (referred to herein collectively with its subsidiaries as “Novagen” and the “Company”), was incorporated in the State of Nevada, U.S.A., on June 22, 2005 under the name of Pickford Minerals, Inc. Since then, the Company has changed its name to Novagen Solar, Inc., and formed or acquired various subsidiaries which are in the business of designing, manufacturing and distributing V-Twin engines, custom motorcycles and related urban clothing under the Renegade brand. Renegade operates from leased premises situated at Helensvale, Queensland for use as a workshop, prototype machine shop and engine assembly shop. In late 2013, Renegade abandoned its custom motorcycle business and now concentrates on development of the Renegade V-Twin engine line as its core business.

 

On April 15, 2013, the Company filed Articles of Merger with the Nevada Secretary of State in order to merge with Novagen Ingenium Inc. (the "Subsidiary"), a wholly-owned subsidiary of the Company that was incorporated on April 2, 2013 under the laws of the State of Nevada (the "Merger"). Effective April 30, 2013, the Subsidiary merged with and into the Company, with the Company being the surviving entity. As a result of the Merger, effective April 30, 2013, the Articles of Incorporation of the Company were amended to change the name of the Registrant to Novagen Ingenium, Inc.

 

Basis of Presentation

 

The interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in U.S. Dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 

These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. These interim consolidated financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2013 and notes thereto included in the Company’s Annual Report on Form 10-K, filed on October 28, 2014. The Company follows the same accounting policies in the preparation of interim reports.

 

Note 2 – Going Concern

 

As shown in the accompanying interim consolidated financial statements, the Company incurred net losses from operations resulting in an accumulated deficit of $2,648,050, and a working capital deficit of $1,002,016. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company is currently in search of additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful; therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.

 

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Note 3 – Related Party Transactions

 

During the six months ended June 30, 2014, we had borrowings from related parties of $86,394 and repaid $63,085 to related parties.

 

Note 4 – Property, Plant and Equipment

 

As of December 31, 2013, the Company had property and equipment being depreciated over period between two to five years. Because the asset purchase in 2013 failed to produce positive cash flows for 2013 or 2014, management elected to impair 100% of the carrying value of the property plant and equipment. At December 31, 2013, property, plant and equipment historical cost, accumulated depreciation and net carrying values were $237,118, $10,080 and $227,038, respectively. We charged asset impairments with $228,516. The difference between the impairment value in 2014 and the net carrying value at December 31, 2013 was due to exchange rate differences.

 

Note 5 – Notes Payable

 

During the six months ended June 30, 2014, we removed $112,101 (AU$125,060) in Notes Payable and reclassified these to Related Party notes payable when the creditors became members of our Board of Directors.

 

On May 14, 2014, we received proceeds of US$89,638 (AU$100,000). This loan was not memorialized into a promissory note until November 24, 2014. However, we reviewed the terms of the November promissory note and determined that its terms extended back to the date of the original May 14 proceeds. The November note is callable by the maker at any time, bears interest at 4.5%, and is convertible into 2,000,000 shares of common stock. We paid no interest or principal on this note during the six months ended June 30, 2014, but accrued interest of $519 (AU$579). We evaluated the conversion feature of this note for the existence of a beneficial conversion feature and determined that there was none.

 

In addition, on April 24, 2014, we received $17,928 (AU$20,000) from an unrelated party.

 

Note 6 – Stockholders’ Equity

 

For the six months ended June 30, 2014, we imputed $3,932 on several non-interest-bearing notes.

 

Item 2.  Management’s Discussion and Analysis or Plan of Operation.

 

This report on form 10−Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

 

Overview

 

Novagen Ingenium Inc. (referred to herein collectively with its subsidiaries as “Novagen” and the “Company”), was incorporated in the State of Nevada, U.S.A., on June 22, 2005 under the name of Pickford Minerals, Inc. Since then, the Company has changed its name to Novagen Solar, Inc., and formed or acquired various subsidiaries which are in the business of designing, manufacturing and distributing V-Twin engines, custom motorcycles and related urban clothing under the Renegade brand. Renegade operates from leased premises situated at Helensvale, Queensland for use as a workshop, prototype machine shop and engine assembly shop. In late 2013, Renegade abandoned its custom motorcycle business and now concentrates on development of the Renegade V-Twin engine line as its core business.

 

On April 15, 2013, the Company filed Articles of Merger with the Nevada Secretary of State in order to merge with Novagen Ingenium Inc. (the "Subsidiary"), a wholly-owned subsidiary of the Company that was incorporated on April 2, 2013 under the laws of the State of Nevada (the "Merger"). Effective April 30, 2013, the Subsidiary merged with and into the Company, with the Company being the surviving entity. As a result of the Merger, effective April 30, 2013, the Articles of Incorporation of the Company were amended to change the name of the Registrant to Novagen Ingenium, Inc. Our currently available capital and cash flow has been generated through share subscriptions and loans from management and non-affiliated third parties and it is our management’s intention that this will continue until the Company earns sufficient revenue to be self-sustaining.

 

Our ultimate success will depend upon our ability to raise capital including joint venture projects and debt or equity financings. Future financings through equity investments are likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.

 

Our ability to obtain needed financing may be impaired by such factors as the capital markets, both generally and specifically in the renewable energy industry, and the fact that we have not been profitable, which could impact the availability or cost of future financings.

 

Results of Operations

 

The following is a discussion and analysis of our results of operations for the three and six month periods ended June 30, 2014 and 2013, and the factors that could affect our future financial condition. This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this report. Our financial statements are prepared in accordance with United States generally accepted accounting principles. All references to dollar amounts in this section are in United States dollars unless expressly stated otherwise.

 

Six Months Ended June 30, 2014 versus 2013

 

On July 1, 2013, we sold our subsidiary, Novagen Pty Ltd. to a related party. Amounts originally included in the Consolidated Statement of Operations attributable to Novagen Pty Ltd. for the six months ended June 30, 2013 have been reclassified to discontinued operations.

 

Revenues and cost of sales:

We had no revenues, cost of revenues or gross margin for the six months ended June 30, 2014 versus $25,730, $26,178 and ($448), respectively, for the same period in 2013.

 

General and administrative expenses:

General and administrative expenses totaled $147,522 for the six months ended June 30, 2014 versus $131,534 for the same period in 2013.

 

Asset impairments:

As explained in Note 4 to the financial statements, we impaired 100% of the carrying value of our property, plant and equipment at December 31, 2013 and charged asset impairments with $228,516. There were no such impairments in 2013.

 

Depreciation, depletion and amortization:

Because of the asset impairment in the preceding paragraph, we have no depreciation, depletion and amortization for the six months ended June 30, 2014. We had $2,056 for the same period in 2013.

 

Interest expense:

Interest expense was $24,840 for the six months ended June 30, 2014 versus $78,934 for the same period in 2013. Most of the amount in 2013 was a result of amortization of discounts on convertible promissory notes which did not exist in 2014.

 

Currency translation and net comprehensive income:

The effect of translating the Australian dollar accounts into US dollar accounts was a negative $54,397 for the six months ended June 30, 2014 and a positive $85,688 for the same period in 2013.

 

Three Months Ended June 30, 2014 versus 2013

On July 1, 2013, we sold our subsidiary, Novagen Pty Ltd. to a related party. Amounts originally included in the Consolidated Statement of Operations attributable to Novagen Pty Ltd. for the three months ended June 30, 2013 have been reclassified to discontinued operations.

 

Revenues and cost of sales:

We had no revenues, cost of revenues or gross margin for the three months ended June 30, 2014 versus $17,171, $15,947 and $1,224, respectively, for the same period in 2013.

 

General and administrative expenses:

General and administrative expenses totaled $111,034 for the three months ended June 30, 2014 versus $62,000 for the same period in 2013.

 

Interest expense:

Interest expense was $17,281 for the three months ended June 30, 2014 versus $6,370 for the same period in 2013. Most of the amount in 2013 was a result of amortization of discounts on convertible promissory notes which did not exist in 2014.

 

Currency translation and net comprehensive income:

The effect of translating the Australian dollar accounts into US dollar accounts was a negative $21,413 for the three months ended June 30, 2014 and a positive $93,273 for the same period in 2013.

 

Liquidity and Capital Resources

 

Our principal source of operating capital has been provided from unrelated and related-party debt financing. At June 30, 2014, we had negative working capital of $1,002,016 and negative cash flows from operations of $75,226 for the six months ended June 30, 2014. As we continue to develop our business and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable. We will be required to obtain additional financing to fund operations through common stock offerings and debt borrowings to the extent necessary to provide working capital. We have and expect to continue to have substantial capital expenditure and working capital needs. We do not now have funds sufficient to fund our operations at their current level for the next twelve months. We need to raise additional cash to fund our operations and implement our business plan. We expect that the additional financing will (if available) take the form of a private placement of equity, although we may be constrained to obtain additional debt financing in lieu thereof. We are maintaining an ongoing effort to locate sources of additional funding, without which we will not be able to remain a viable entity. There are no assurances that we will be able to obtain adequate financing to fund our operations. If we are able to obtain the financing required to remain in business, eventually achieving operating profits will require substantially increasing revenues or drastically reducing expenses from their current levels or both. If we are able to obtain the required financing to remain in business, future operating results depend upon a number of factors that are outside of our control.

 

Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company.

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk

 

Smaller reporting companies are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(f) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, in consideration of the fact that the Company has no employees besides the President and Chief Executive Officer, the officer concluded that the Company’s disclosure controls and procedures are not effective at June 30, 2014 or December 31, 2013. Through the use of external consultants, the Company believes that the financial statements and the other information presented herewith are not materially misstated.

 

Inherent Limitations of Internal Controls

 

Our Principal Executive Officer does not expect that the Company’s disclosure controls and procedures or the Company’s 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 the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors

 

Smaller reporting companies are not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures  

 

Not applicable.

  

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit No.	Document Description
3.1	Amended Articles of Incorporation, Novagen Ingenium Inc (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).
3.2	Amended and Restated Bylaws, Novagen Ingenium Inc (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Balance Sheets, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

 

SIGNATURE

 

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

 

NOVAGEN INGENIUM, INC.

 

/s/ Micheal P. Nugent		March 10, 2016
Micheal P. Nugent Principal Executive Officer		Date
/s/ Micheal P. Nugent		March 10, 2016
Micheal P. Nugent Principal Financial Officer		Date