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 September 30, 2016

¨ TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ______________

Commission File Number: 333-149617

1846 E. Innovation Park Drive, Oro Valley, AZ 85755

(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.

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 April 5, 2017, 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

Item 1 – Financial Statements

NOVAGEN INGENIUM, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

NOVAGEN INGENIUM, INC.

CONSOLIDATED STAEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

(Unaudited)

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

NOVAGEN INGENIUM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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

NOVAGEN INGENIUM, INC.

NOTES TO UNAUDITED 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 Ingenium, Inc., and formed or acquired various subsidiaries which are in the business of engine design and development, precision engineering services and industrial services supply.

Novagen operates from leased premises situated at Arundel, Queensland, Australia for use as an office, workshop, prototype machine shop and engine assembly shop. Novagen also operates from shared premises situated at Ernest, Queensland, Australia for precision engineering services, CNC machining and production machining services. Further, Novagen operates administrative and office activities from shared leased offices located at Oro Valley, Arizona USA.

Engine Development

The reciprocating internal combustion engine has been in commercial operation for more than a century with many advances in technical operation resulting in numerous differentiated designs, including two stroke, four stroke, rotary, turbine, radial, in-line, v block, boxer, side valve and overhead engines. Over the past century, in-line and V-block engines have become the dominant configurations in non-aircraft commercial applications. Modern engines have seen the inclusion of radical technologies such as staggered crank shaft journals, piston coolers, complex computer electrical control systems and other advancements which are now mainstream features. Novagen is focused on new geometric configuration design engines. Novagen intends to develop engines based on disruptive innovative designs and technology that can be powered by gasoline, diesoline, biofuels, liquid petroleum gas, steam, permanent magnets and other alternative power sources.

The Novagen Y Engine;

On July 5, 2012 Novagen acquired all the issued and outstanding shares of Y Engine Developments Pty Ltd., an Australian company, from Micheal Nugent, the President and CEO of Novagen. Y Engine Developments was the owner of all of the intellectual property, patentable rights, prototype models and associated machinery and parts of the opposing piston, divaricate cylinder Y engine (The Novagen Y Engine). On October 14, 2012, Novagen filed for patent protection of the Novagen Y-Engine with the United States Patent and Trade Mark Office. On November 2, 2012, Novagen filed an updated patent application and is currently preparing the utility patent application. The Novagen Y Engine (patent pending) under development is a new design engine configuration that utilizes opposing pistons and three angled cylinders with 180º crank journals.

The Renegade V-Twin Custom Motorcycle Engine;

On June 1, 2012 Novagen acquired all of the issued and outstanding shares of R Urban Streetwear Pty Ltd (formally Renegade Engine Company Pty Ltd) (Renegade). Renegade was in the business of design, manufacture and distribution of V-Twin engines, custom motorcycles and related urban clothing under the Renegade brand. On March 26, 2015, Novagen sold R Urban Streetwear Pty Ltd. to a related party for AU$1, but retained the Renegade trademark, engine manufacturing design, development and manufacturing operations. Renegade Engine Company, a division of Novagen Precision Engineering Services Pty Ltd, designs, develops and manufactures high end custom motorcycle V Twin motorcycle engines. Renegade has supplied USA legendary custom motorcycle manufacturer, Jesse James with engines and parts in line with developing a branded Jesse James Renegade V-Twin engine. This work is ongoing.

Novagen Precision Engineering;

On April 22, 2013 Novagen acquired all of the plant, equipment and inventory of N.C. Precision Engineering Pty Ltd., a precision engineering business located in Ernest, Queensland, Australia. Novagen utilizes the plant and equipment, which is a full-service precision engineering and production manufacturing facility to develop prototype parts for the Novagen Y engine, new parts for the Renegade V-Twin custom motorcycle engine and other components including tooling as required.

Industrial Supply Services;

Novagen supplies industrial services such as specific vehicle supply, labor supply and engineering services on a commercial basis.

On September 18, 2015, the registrant and Roadships Holdings Inc, A Delaware corporation (Roadships”) entered into a share exchange agreement under which Novagen agreed to purchase from Roadships all of the issued and outstanding shares of Roadships.US, Inc. a Nevada company. Roadships.US, Inc. owns assets and intellectual property relating to transport and shipping.

From October 2015 through June 2016, Novagen supplied branded vehicles to Tautachrome, Inc. for a promotional tour of Universities in Australia.

From November 2016, Novagen has been supplying branded transport equipment to K Bees Transport, a division of Syndicated Transport and Trucking Pty Ltd.

On December 15, 2016 Novagen Precision Engineering Pty Ltd registered Novagen Truckfix as a trading name in Australia to carry out commercial work in the sales, service and repair of transport vehicles.

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 condensed financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2015 and notes thereto included in the Company’s Annual Report on Form 10-K, filed with the Commission on June 6, 2016. The Company follows the same accounting policies in the preparation of interim reports.

Note 2 – Going Concern

As shown in the accompanying financial statements, the Company incurred net losses from operations resulting in an accumulated deficit of $3,471,754, and a working capital deficit of $1,534,517 as of September 30, 2016. 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 nine months ended September 30, 2016, we had borrowings from related parties of $84,225 and repaid $1,377 to related parties and accrued an additional $33,554 in interest.

The Company evaluated the terms of the above related-party notes in accordance with ASC Topic No. 815 – 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. We determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company further analyzed the convertible debts for a beneficial conversion feature under ASC 470-20 on the date of the notes and determined that no beneficial conversion feature exists.

Note 4 – Notes Payable

During the nine months ended September 30, 2016, we borrowed AU$46,000 (US$33,207) on a previously-existing promissory note (on which we had a balance these borrowings of AU$100,000 (US$72,831). That note bears interest at 5%, is callable by the maker at any time, and is convertible to common stock at $0.10 per share.

In addition, we borrowed AU$20,000 (US$14,438) from an unrelated party with whom we do not have a formal promissory note.

In addition, on May 20, 2016, we borrowed $20,000 (US$14,438) and issued a new convertible promissory note. That note bears interest at 5%, is callable by the maker at any time, and is convertible to common stock at $0.10 per share.

The Company evaluated the terms of the above third-party note in accordance with ASC Topic No. 815 – 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. We determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company further analyzed the convertible debts for a beneficial conversion feature under ASC 470-20 on the date of the notes and determined that no beneficial conversion feature exists.

At December 31, 2015, we had $45,982 in unpaid interest to unrelated parties. During the nine months ended September 30, 2016, we accrued an additional $22,301 in interest and paid none of the outstanding interest balances. At September 30, 2016, we have unpaid interest to unrelated parties of $72,076.

Note 5 – Stockholders’ Equity

We issued no common or preferred stock during the nine months ended September 30, 2016.

For the nine months ended September 30, 2016, we imputed $6,271 on several non-interest-bearing notes.

Note 6 – Subsequent Events

Subsequent to the balance sheet date, we borrowed AU$31,110 (about US$23,074) in cash from related parties. Additionally, related parties paid expenses of the company totaling AU$32,947 (about US$24,429).

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 Ingenium, Inc., and formed or acquired various subsidiaries which are in the business of engine design and development, precision engineering services and industrial services supply.

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 nine months ended September 30, 2016 and 2015, 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.

Nine months ended September 30, 2016 and 2015

Revenues and cost of sales:

We had de minimis sales and cost of sales during the nine months ended September 30, 2015 from our segment operating Traffic Control services which have since terminated. We had no such revenues or cost of revenues for the same period in 2016.

General and administrative expenses:

General and administrative expenses totaled $233,531 for the nine months ended September 30, 2016 versus $192,534 for the same period in 2015 representing an increase of $40,997 or about 21%. Wages and costs of compliance increased during the current period.

Depreciation, depletion and amortization:

Depreciation, depletion and amortization went from $0 for the nine months ended September 30, 2015 to $3,068 owing to the inclusion of a vehicle purchased in January, 2016.

Interest expense:

Interest expense was $66,001 for the nine months ended September 30, 2016 versus $45,992 for the same period in 2015 due to higher debt levels.

Currency translation and net comprehensive income:

The effect of translating the Australian dollar accounts into US dollar accounts was a negative $66,131 for the nine months ended September 30, 2016 and a positive $152,626 for the same period in 2015.

Three months ended September 30, 2016 and 2015

Revenues and cost of sales:

We had no such revenues or cost of revenues for the three months ended September 30, 2016 nor 2015.

General and administrative expenses:

General and administrative expenses totaled $48,566 for the three months ended September 30, 2016 versus $50,686 for the same period in 2015 representing a small decrease.

Depreciation, depletion and amortization:

Depreciation, depletion and amortization went from $0 for the three months ended September 30, 2015 to $1,092 owing to the inclusion of a vehicle purchased in January, 2016.

Interest expense:

Interest expense was $15,475 for the three months ended September 30, 2016 versus $14,667 for the same period in 2015 due to higher debt levels.

Currency translation and net comprehensive income:

The effect of translating the Australian dollar accounts into US dollar accounts was a negative $35,334 for the three months ended September 30, 2016 and a positive $94,695 for the same period in 2015.

Liquidity and Capital Resources

Our principal source of operating capital has been provided from unrelated and related-party debt financing. At September 30, 2016, we had negative working capital of $1,534,517 and negative cash flows from operations of $129,840 for the nine months ended September 30, 2016. 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 there is substantial doubt about our ability 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 September 30, 2016 or December 31, 2015. 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 September 30, 2016 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.

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.