Novagen Ingenium Inc. - FORM 10-K

Attached files

file	filename
EX-32.1 - CERTIFICATION - Novagen Ingenium Inc.	novz_ex321.htm
EX-31.1 - CERTIFICATION - Novagen Ingenium Inc.	novz_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2016

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

For the transition period from _______________ to _____________

Commission file # 333-149617

NOVAGEN INGENIUM INC

(Exact Name of Registrant as Specified in its Charter)

Nevada		98-0471927
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification number)

3773 Howard Hughes Pkwy, STE 500S, Las Vegas, Nevada		89169-6014
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number: 310-994-7988

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Act (Check one):

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $1,513,064.

As of April 13, 2018 the Registrant had 54,710,901 shares of its Common Stock outstanding.

FORWARD LOOKING STATEMENTS

Certain statements made in this Annual Report are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements made in this Report are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the growth and expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements made in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements made in this Report, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

As used herein, the terms “we”, “us”, “our” and “the Company” refer to Novagen Ingenium Inc and the term “Novagen Group” refers to the Company and its five wholly-owned subsidiaries, unless the context indicates otherwise.

PART I

Item 1. Business

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 transport 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.

On July 6, 2017 all of the issued and outstanding shares in Syndicated Transport & Trucking Pty Ltd were transferred to Novagen under a share swap agreement and Novagen took effective control and management of Syndicated Transport & Trucking Pty Ltd. The acquisition was approved by the board.

Syndicated Transport & Trucking Pty Ltd is an Australian transport company trading as “K Bees Transport” which primarily warehouses and delivers building products. One of the services provided is a “first to building site supply chain” for builder’s daily needs. Since acquiring Syndicated Transport & Trucking Novagen has begun the process of rebranding the transport operation to “Roadbees™ Transport” and as of January 1, 2018 all local and feeder operations will trade as “Roadbees™ Transport”.

Administration;

Novagen operates administrative office activities from leased premises in Arundel, Queensland, Australia and shared leased offices located at Oro Valley, Arizona USA.

Engine;

Novagen operates engine development activity from leased premises situated at Arundel, Queensland, Australia for use as a workshop, prototype machine shop and engine assembly shop. Novagen also operates engine development activities from shared premises situated at Ernest, Queensland, Australia for precision engineering services, CNC machining and production machining service.

Transport;

Novagen’s transport operations are conducted from leased and rented premises being;

Shared rented premises in Nambour, Queensland;

800 s/m rented warehouse in Murarrie, Queensland;

100 s/m shared warehouse in Arundel, Queensland;

1000 s/m leased warehouse in Lismore, New South Wales;

Power Crises

Many countries and cities are now faced with a real electrical power crisis after closing traditional power plants and commissioning “renewable” energy technologies that have failed to meet the power needs. Governments are now coining the phrase “reliable” energy production as they scramble to address public power needs.

The governments in South Australia and Victoria, along with many other global cities, are frantically installing diesel generators at a pace unseen before in an attempt to correct the power void. Further, the South Australian government has doubled down on their push for “renewable” electrical power and is currently installing batteries in the remote town of Jamestown with a cost of $400 million supplied by Tesla with a 100-day money back guarantee.

Novagen management sees these market driven developments as a positive for a renewed focus on engine development and new engine configuration technology.

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, radial, in-line, v block, boxer, side valve and overhead valve engines. Over the past century, in-line and V-block engines have become the dominant configurations in non-aircraft commercial applications.

Two stroke engines have become outdated due to environmental regulations and, yet they are still produced and used with modern technology additions.

Rotary engines have been around almost as long as reciprocating engines and after a prominent run in the late 70’s they are now in very limited production and use.

Turbine engines have been very successful and while the main use is in the modern jet liner sector, turbine engines are used in many applications from stationary power to marine.

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 focussed on new geometric configuration design engines under patent application. Novagen is developing 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 AmerYcan™ Engine (formally 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 AmerYcan™ 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, which is ongoing.

The AmerYcan™ opposing piston, divaricate cylinder engine (patent pending) under development is a new design engine configuration that utilizes opposing pistons and three angled cylinders at 120ºdriving into 180º staggered crank journals.

On June 15, 2017 Novagen applied for the trade mark “AmerYcan™” which was accepted on October 30, 2017. It is the intention of Novagen to change the name of the Novagen Y Engine to the AmerYcan™ Engine from that date forward. On January 10, 2018, the certificate of trademark registration was issued in Australia.

Transport

On September 18, 2015 Novagen acquired Roadships.US, Inc. from Tautachrome, Inc. under a share exchange agreement. The acquisition was approved by the board.

Roadships.Us Inc. is in the business of ship design and development, intermodal transport infrastructure development and the creation of Blue Water Highways.

On June 19, 2017 Novagen Ingenium Inc. entered into an Agreement for the Sale and Purchase of Shares under which the shareholders of Syndicated Transport & Trucking Pty agreed to sell all of the issued and outstanding shares of Syndicated Transport & Trucking Pty Ltd to Novagen in exchange for 6,000,000 shares of Novagen common stock at a deemed price of AUD$0.14 per share. The total value of the shares in Syndicated Transport & Trucking Pty Ltd was determined to be AUD$840,000.00.

On July 6, 2017 we issued six million common shares to acquire all of the issued and outstanding shares of Syndicated Transport & Trucking Pty Ltd (“Syndicated”). The Syndicated shares were transferred to Novagen under a share swap agreement and Novagen took effective control and management of Syndicated Transport & Trucking Pty Ltd. The acquisition was approved by the board.

As of the date of this document, Novagen Ingenium Inc. has not issued the 6,000,000 common shares to the shareholders of Syndicated Transport & Trucking Pty Ltd.

On August 28, 2017 Novagen entered into an Operating Agreement for the Acquisition of Transport Assets with Datspares-Toyaparts Pty Ltd. (Datspares). On execution of the Agreement by the parties it was agreed by them that Datspares and the Roadbees Transport shall begin joint operations in transport and warehousing under the trading name of Roadbees Transport on 1st September 2017 at a pace comfortable with the merge of both operations and upon the terms and conditions set out in the Agreement. The start date was amended to November 1, 2017. On March 6, 2018, the Board of Directors terminated the Operating Agreement for the Acquisition of Transport Assets with Datspares-Toyaparts.

Novagen Precision Engineering Services

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.

Novagen Finance & Leasing Pty Ltd (formally Novagen Finance)

Novagen Finance & Leasing owns freehold rolling stock for transport in Australia which consists of;

7 promotional vehicles,

5 administration vehicles,

4 small commercial vehicles,

10 rigid trucks,

4 commercial trailers,

3 forklifts.

Further, Novagen Finance & Leasing operates a small vehicle repair and maintenance facility at Arundel and, on January 1, 2018, we opened a commercial vehicle report business under the brand “Amerycan Truckfix”, in leased premises at Murrarie, Queensland, Australia.

Products and Services

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

Design and Development

Company management believes the design and development in new generation engine configuration as an original equipment manufacturer places the company at the forefront of possible commercial success where possible.

Sales and Marketing

Engine;

We will conduct ongoing marketing activities to promote Novagen and AmerYcan™ brands to our customer base and to the general public. Our marketing and promotional efforts will include attending trade shows, obtaining publication of articles on our company and its products in industry magazines and other publications available to the general public.

Transport:

We will conduct ongoing marketing activities to promote Roadships™ and Roadbees™ brands to our customer base and to the general public. Our marketing and promotional efforts will include attending trade shows, obtaining publication of articles on our company and its products in industry magazines and other publications available to the general public.

Manufacturing and Suppliers

Our manufacturing operations consist of in-house production of components, parts and custom modifications. Supply of other components, materials and parts are sourced via standard commercial trading terms.

Competition

Engine Development:

Novagen Ingenium, Inc. is specifically focused on new geometric engine configuration with specific focus on opposing piston engines.

Engine technology design and development is highly competitive, and our competitors have substantially greater financial, personnel, development, marketing and other resources than us. Our main competitor is Ecomotors International, Inc. which is in an advanced development stage of an opposing piston engine. Other significant competitors range from back yard garage inventors to established market leading engine companies.

Ecomotors which was described as an American company developing and commercializing an opposed-piston opposed-cylinder engine for use in cars, light trucks, commercial vehicles, aerospace and marine which was backed by Microsoft founder Mr. Bill Gates and his associates.

In 2015, after successful proof of concept and scientific running of the OPOC engine, Ecomotors entered into manufacturing and other agreements with Zongding Power in China and as of the publication of this document, Ecomotors has removed its website and no further information about Ecomotors is available.

Transport:

Transport and warehousing is highly competitive, and our competitors have substantially greater financial, personnel, development, marketing and other resources than us. There is no specific main competitor as the transport industry operates under fragmented market conditions at the level of operations currently occupied by Novagen and its operating subsidiaries.

In Australia there is a market shift with smaller operators being able to expand due to the larger companies such as Toll Holdings Limited having been acquired by Japan Post. This and other market conditions has excited the emerging transport company sector dramatically.

Intellectual Property

The proprietary nature of, and protection for, our products, materials, processes and know-how are important to our business. We will seek patent protection in the United States and internationally for our intellectual property where available and when appropriate. In addition, we rely on trade secrets, know-how and continuing innovation to develop and maintain our competitive position.

On October 14, 2012, we filed for patent protection of the Novagen Y-Engine with the United States Patent and Trademark Office. On November 2, 2012, we filed an updated patent application and are currently preparing the utility patent application, which is ongoing.

Novagen has assembled a Patent development team to assist in securing patentable rights.

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.

Our wholly owned subsidiary, Novagen Precision Engineering Pty Ltd trading as Renegade Engine Company, holds a registered trademark for the Renegade logo and the Renegade trade name in connection with motorcycles and motorcycle products.

Our wholly owned subsidiary Novagen Finance & Leasing Pty Ltd holds a registered trademark for Roadbees™ in connection with warehousing transport services.

Our wholly owned subsidiary Roadships.US, Inc. holds the trademark Roadships™ and Roadships logo in connection with intermodal shipping, warehouse and transport services.

Regulations

Our operations are subject to a variety of national, federal, regional and local laws, rules and regulations relating to worker safety and the use, storage, discharge and disposal of environmentally sensitive materials.

Other than the filing of patent applications with the respective governmental bodies, we are not aware of any approval of our engine and engineering services, materials or processes that may be required from government authorities at this stage in our development. However, once a product is ready to be commercialized, the governmental approval and regulatory process may become substantial.

We believe that we are in compliance in all material respects with all laws, rules, regulations and requirements that affect our business. Further, we believe that compliance with such laws, rules, regulations and requirements does not impose a material impediment on our ability to conduct business.

Facilities

Our principal facilities are located in Queensland, Australia, where we lease approximately 3,300 square feet of commercial space and 2,500 square feet of office space through our subsidiary, Novagen Precision Engineering Pty Ltd. We pay approximately $2,300 per month which runs through July 1, 2018.

Employees

The Company does not have any employees other than our officers and directors.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 1B. Unresolved Staff Comments

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Properties

We do not presently own or have an interest in any real property.

Item 3. Legal Proceedings

Neither the Company nor any of its officers or directors is a party to any material legal proceeding or litigation and such persons know of no material legal proceeding or contemplated or threatened litigation. There are no judgments against the Company or its officers or directors. None of our officers or directors have been convicted of a felony or misdemeanour relating to securities or performance in corporate office.

PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our shares trade under the symbol “NOVZ” on the OTCBB and the OTCQB. Very limited trading activity with our common stock has occurred during the past two years and the subsequent interim period; therefore, only limited historical price information is available. The following table sets forth the high and low bid prices of our common stock for the last two fiscal years, as reported by OTC Markets Group Inc. and represents inter dealer quotations, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:

Quarter Ended	High		Low
December 31, 2016	$	0.220	$	0.020
September 30, 2016		0.081		0.070
June 30, 2016		0.070		0.060
March 31, 2016		0.085		0.060
December 31, 2015		0.085		0.077
September 30, 2015		0.090		0.071
June 30, 2015		0.080		0.040
March 31, 2015		0.110		0.050

Holders

On March 19, 2018, we had 53 registered holders of our common stock and 48,710,901 shares of common stock issued and outstanding. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

Dividend Policy

We have not declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Convertible Securities

At December 31, 2016 and 2015, we had several convertible debt instruments outstanding, the principal of which can be converted into a maximum of 3,840,000 and 3,280,000 shares of common stock, respectively. As the date of this report, none of the debt had been converted into common stock.

Penny Stock Regulation

Our shares must comply with the Penny Stock Reform Act of 1990, which may potentially decrease our shareholders’ ability to easily transfer their shares. Broker-dealer practices in connection with transactions in "penny stocks" are regulated. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that must comply with the penny stock rules. Since our shares must comply with such penny stock rules, our shareholders will in all likelihood find it more difficult to sell their securities.

Item 6. Selected Financial Data

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our plan of operation should be read in conjunction with the financial statements and the related notes. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors.

Overview

Our business is in the early stages of development. We have not earned any significant revenues since inception. 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 management’s intention that this will continue together with increases in revenue.

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 engine industry, and the fact that we have not been profitable, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenue from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

As a result of the foregoing, our auditors have expressed doubt about our ability to continue as a going concern in our financial statements for the year ended December 31, 2016.

Results of Operations

We recorded a net comprehensive loss of $427,431 for the twelve months ended December 31, 2016, compared with a net comprehensive loss of $243,359 for the twelve months ended December 31, 2015 for the reasons enumerated in the following paragraphs.

During the current year, we recorded $14,938 of revenues with no corresponding cost of sales, resulting in a gross margin of $14,938. In the previous year, we recorded $357 of revenues, with offsetting cost of sales of $1,032 resulting in a gross net loss of $675.

Total general and administrative expenses were up from $291,569 in 2015 to $364,372 in 2016, mostly due to stock-based compensation.

We had $3,964 in depreciation on our motor vehicle in the current year. We had no such depreciation in 2015.

Interest expense increased from $63,923 during the year ended December 31, 2015 to $87,567 during 2016 owing to higher interest-bearing debt levels.

Finally, we had currency translation gains of $13,534 in the current year versus $112,808 in the previous year.

Liquidity and Capital Reserves

Our financial statements have been prepared on a going concern basis that contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

At December 31, 2016 our total liabilities amounted to $1,531,388 compared with $1,174,607 at December 31, 2015 and our working capital deficit was $1,519,830 and $1,162,617 as of December 31, 2016 and 2015, respectively.

Cash used in operations for the years ended December 31, 2016 and 2015 was $113,402 and $280,404, respectively. Cash flows provided from financing activities were $79,787 and $278,425, respectively for those periods.

Item 7a. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 8. Financial Statements

FINANCIAL STATEMENTS

NOVAGEN INGENIUM, INC.

CONTENTS

Report of Independent Registered Public Accounting Firm		F-1

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets as of December 31, 2016 and 2015		F-2

Consolidated Statements of Operations and Other Comprehensive Loss for the years ended December 31, 2016 and 2015		F-3

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2016 and 2015		F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015		F-5

Notes to Consolidated Financial Statements		F-6

Report of Independent Registered Public Accounting Firm

To the Board of Directors

Novagen Ingenium Inc.

Oro Valley, Arizona

We have audited the accompanying consolidated balance sheets of Novagen Ingenium Inc. and its subsidiaries (collectively, the “Company”) as of December 31, 2016 and 2015 and the related consolidated statements of operations and other comprehensive loss, changes in stockholders' deficit and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an 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 its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit 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 financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Novagen Ingenium, Inc. and its subsidiaries as of December 31, 2016 and 2015 and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered losses from operations and has a working capital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

April 16, 2018

F-1

Table of Contents

NOVAGEN INGENIUM INC.

CONSOLIDATED BALANCE SHEETS

	December 31,
	2016			2015
ASSETS
Cash and cash equivalents	$	41		$	1,990
Restricted cash		3,595			-
Other current assets		7,922			10,000
Total current assets		11,558			11,990

Property and equipment, net of accumulated depreciation of $3,941 and $0 at December 31, 2016 and 2015, respectively		7,883			-
Total non-current assets		7,883			-

TOTAL ASSETS	$	19,441		$	11,990

LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable and accrued liabilities	$	420,425		$	229,607
Notes payable		587,642			531,741
Notes payable, related parties		523,321			413,259
Total current liabilities		1,531,388			1,174,607

TOTAL LIABILITIES		1,531,388			1,174,607

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, 48,710,901 and 48,510,901 shares issued and outstanding at December 31, 2016 and 2015, respectively		4,872			4,852
Additional paid in capital		1,850,142			1,772,061
Accumulated other comprehensive gain (loss)		225,608			212,074
Common stock payable		17,550			17,550
Accumulated deficit		(3,610,119	)		(3,169,154	)
TOTAL STOCKHOLDERS' DEFICIT		(1,511,947	)		(1,162,617	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	19,441		$	11,990

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

F-2

Table of Contents

NOVAGEN INGENIUM INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

	Year Ended December 31,
	2016			2015
REVENUES
Sales	$	14,938		$	357
Cost of revenues		-			1,032
Gross profit (loss)		14,938			(675	)

OPERATING EXPENSES
General and administrative expenses		364,372			291,569
Depreciation expense		3,964			-
Total operating expenses		368,336			291,569

Loss from operations		(353,398	)		(292,244	)

OTHER (EXPENSE)
Interest expense		(87,567	)		(63,923	)
Total other expense		(87,567	)		(63,923	)

Net loss	$	(440,965	)	$	(356,167	)

OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment		13,534			112,808
Net comprehensive loss	$	(427,431	)	$	(243,359	)

Net loss per share, basic and diluted	$	(0.01	)	$	(0.01	)
Weighted average number of shares outstanding, basic and fully diluted		48,710,901			48,510,901

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

F-3

Table of Contents

NOVAGEN INGENIUM, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

	Common Stock				Additional Paid in		Accumulated Other Comprehensive		Common Stock		Accumulated			Total Stockholder
	Shares		Par Value		Capital		Gain / (Loss)		Payable		Deficit			Deficit

Balance, December 31, 2014		48,510,901		4,852		1,617,115		99,266		17,550		(2,812,987	)		(1,074,204	)

Imputed interest						6,144									6,144
Sale of subsidiary to related party						148,802						-			148,802
Unrealized currency gains								112,808							112,808
Net loss												(356,167	)		(356,167	)
Balance, December 31, 2015		48,510,901		4,852		1,772,061		212,074		17,550		(3,169,154	)		(1,162,617	)

Imputed interest						8,101									8,101
Shares issued for services		200,000		20		69,980									70,000
Unrealized currency losses								13,534							13,534
Net loss												(440,965	)		(440,965	)
Balance, December 31, 2016		48,710,901	$	4,872	$	1,850,142	$	225,608	$	17,550	$	(3,610,119	)	$	(1,511,947	)

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

F-4

Table of Contents

NOVAGEN INGENIUM INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2016			2015

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(440,965	)	$	(356,167	)

Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		70,000			-
Depreciation expense		3,964			-
Imputed interest		8,101			6,144

Change in operating assets and liabilities:
Accounts receivable		-			3,138
Accrued interest		75,616			38,017
Prepaid expenses and other current assets		2,033			(10,000	)
Accounts payable and accrued expenses		167,849			38,464
Net cash used in operations		(113,402	)		(280,404	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of property and equipment		(11,891	)		-
Restricted cash		(3,595	)		-
Net cash used in investing activities		(15,486	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		62,284			60,054
Proceeds from related-party notes payable		18,953			231,631
Payments on related-party notes payable		(1,450	)		(13,260	)
Net cash provided by financing activities		79,787			278,425

Effect of foreign exchange rates on cash and cash equivalents		47,152			(365	)

Net change in cash and equivalents		(1,949	)		(2,344	)
Cash and equivalents, beginning of period		1,990			4,334
Cash and equivalents, end of period	$	41		$	1,990

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	$	758		$	22,163
Cash paid for income taxes	$	-		$	-

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES
Reclassification of notes payable to related party	$	-		$	-
Gain on sale of subsidiary to related party credited to Additional Paid in Capital	$	-		$	148,802
Expenses paid by related party	$	97,280		$	-

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

F-5

Table of Contents

NOVAGEN INGENIUM INC.

Notes to Consolidated Financial Statements

Note 1. Organization, Description of Business and Significant Accounting Policies

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. The Company’s fiscal year end is December 31. On May 12, 2009, the Company changed its name to Novagen Solar Inc. In April 2009, the Company began to pursue business opportunities relating to photovoltaic solar energy.

On December 7, 2011, there was a change in control of the Company when Twenty Second Trust, a trust organized under the laws of the State of Queensland, Australia acquired control of the Company by purchasing 67% of the issued and outstanding shares of the Company’s common stock from shareholders of the Company. Following the change in control, the board of directors determined that the Company should expand its business to include the development of environmentally sustainable energy solutions through innovative and eco-friendly products and technologies.

On January 3, 2012, the Company formed Novagen Pty Ltd under the laws of Australia, as a wholly owned operating subsidiary. On January 17, 2012, the Company formed Novagen Productions Pty Ltd. under the laws of Australia, as a wholly owned operating subsidiary. On March 2, 2012, the Company formed Novagen Finance Pty Ltd under the laws of Australia, as a wholly owned non-operating subsidiary.

On June 25, 2012 the Company acquired R Urban Streetwear Pty Ltd. (formally Renegade Streetwear Pty Ltd, “Renegade”), under the laws of Australia as a wholly owned operating subsidiary. Prior to the acquisition of Renegade Streetwear Pty Ltd the Company was a shell company. After acquiring Renegade, the Company’s name was changed to Renegade Engine Company, Pty Ltd. At the time of the acquisition, Renegade was in the business of designing, manufacturing and distributing V-Twin engines, custom motorcycles and related urban clothing under the Renegade brand. Renegade operated 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 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.

On September 27, 2012, the Company acquired all the issued and outstanding shares of Y Engine Developments Pty Ltd, a development stage Australian company (hereunder “Y Engine Developments”), from Michael Nugent, who is also the President and a director of the Company. The Company issued one common share to Mr. Nugent as the total aggregate consideration for Y Engine Developments.

On July 6, 2017, the Company acquired all of the issued and outstanding shares in Syndicated Transport & Trucking Pty Ltd under a share swap agreement and Novagen took effective control and management of Syndicated Transport & Trucking Pty Ltd. Syndicated Transport & Trucking Pty Ltd is an Australian transport company trading as “K Bees Transport” which primarily warehouses and delivers building products. One of the services provided is a “first to building site supply chain” for builder’s daily needs. Since acquiring Syndicated Transport & Trucking Novagen has begun the process of rebranding the transport operation to “Roadbees™ Transport” and as of January 1, 2018 all local and feeder operations will trade as “Roadbees™ Transport”.

F-6

Table of Contents

Summary of Significant Accounting Policies

The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates that have been made using careful judgment. The financial statements have, in management’s opinion been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

Accounting Method

The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America and reported in US Dollars.

Revenue Recognition

Revenue from the sale of goods is recognised by the company in accordance with Accounting Standards Codification “(ASC”) 606, when all the following conditions have been satisfied:

	1.	persuasive evidence of an arrangement exists;

	2.	product delivery has occurred;

	3.	title and risk of loss has transferred to the buyer;

	4.	sales price to the customer is fixed and determinable and;

	5.	collectability is assured.

Cash received prior to the revenue recognition criteria above being met is recorded as deferred revenue until all criteria have been met.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. The Company reviews its estimates on an ongoing basis. The estimates were based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from these estimates. The Company believes the judgments and estimates required in its accounting policies to be critical in the preparation of the Company’s financial statements.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents.

F-7

Table of Contents

Restricted Cash

The Company considers all money that is reserved for a specific purpose and therefore not immediately available for general use as restricted cash. At December 31, 2016, we had $3,595 held in Trust by a Canadian attorney who acted as our agent in Canada.

Property and Equipment

Property and equipment are stated at cost. Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from two to ten years.

Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of manufactured products includes direct materials, direct labor and an appropriate portion of variable and fixed overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the basis of weighted average costs.

Concentration of Credit Risk

The Company places its cash and cash equivalents with high credit quality financial institutions in uninsured accounts.

Consolidation Policy

The consolidated financial statements include the accounts of Novagen Ingenium Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation.

Our Corporate Structure

All of our business operations are conducted through our Australian subsidiaries, Novagen Precision Engineering Pty Ltd. and Novagen Finance Pty Ltd which are both wholly-owned.

Foreign Currency Translations

Novagen maintains its accounting records in US Dollars. The Company’s subsidiaries are located and operating outside of the United States of America and they maintain their accounting records in Australian Dollars which is determined to be their functional currency. For reporting purposes the Company reports its financial information in US Dollars.

Transactions in a currency other than the functional currency are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. Exchange gains and losses are recorded in the statements of operations and comprehensive loss.

Assets and liabilities of the Australian subsidiaries of the Company are translated into U.S. dollars at exchange rates at the balance sheet date, equity accounts are translated at historical exchange rate and revenues and expenses are translated by using the average exchange rates. Translation adjustments are reported as cumulative translation adjustments and are shown as other comprehensive gain (loss) in the consolidated balance sheets.

F-8

Table of Contents

The following table provides the exchange rates used to translate the balances in the accounts from Australian Dollars to US Dollars:

		Australian Dollar / US Dollar
Item	Rate Used	2016		2015
Assets and liabilities	Year-end		0.7202		0.7284
Revenues and expenses	Average		0.7242		0.7507

Fair Value of Financial Instruments

Fair value is an estimate of the exit price, representing the amount that would be received to, sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction cost. Fair value measurement under generally accepted accounting principles provides for use of a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three levels:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

Level 3: Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.

The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts payable and accrued liabilities and notes payable approximate fair value due to the short term nature of these instruments. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The Company is operating outside the United States of America and has significant exposure to foreign currency risk due to the fluctuation of currency in which the Company operates and U.S. dollars.

Long-lived assets impairment

Long-lived assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets.

Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value. Fair value is generally determined using a discounted cash flow analysis.

F-9

Table of Contents

Stock-Based Compensation

The Company adopted ASC 718, "Share-Based Payment", to account for its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.

Comprehensive Loss

The Company adopted ASC 220, "Reporting Comprehensive Income", which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its consolidated statements of changes in stockholders' deficit and its consolidated statements of operations and comprehensive loss. The Company’s comprehensive loss consists of net losses for the year and foreign currency translation adjustments.

Income Taxes

The Company has adopted ASC 740, "Accounting for Income Taxes", which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

Basic and Diluted Loss Per Share

In accordance with ASC 260 - “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would be outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At December 31, 2016 and 2015, the basic loss per share was equal to diluted loss per share as there were no dilutive instruments.

Business Combinations

ASC 805 applies the acquisition method of accounting for business combinations established in ASC 805 to all acquisitions where the acquirer gains a controlling interest, regardless of whether consideration was exchanged. ASC 805 establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.

Recently Adopted and Recently Enacted Accounting Pronouncements

Recent accounting pronouncements issued by the FASB, the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's financial position or results of operations.

F-10

Table of Contents

Note 2. Going Concern

The Company has an accumulated deficit of $3,610,119 at December 31, 2016, and does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

In addition to operational expenses, as the Company executes its business plan, it is incurring expenses related to complying with its public reporting requirements. In order to finance these expenditures, the Company has raised capital in the form of debt, which will have to be repaid, as discussed in detail below.

The Company has depended on loans from private investors and related parties for much of its operating capital. The Company will need to raise capital or have positive cash flows from operations in the next twelve months in order to remain in business.

Management anticipates that significant dilution will occur as a result of any future sales of the Company’s common stock and this will reduce the value of its outstanding shares. The Company cannot project the future level of dilution that will be experienced by investors as a result of its future financings, but it will significantly affect the value of its shares.

The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

Note 3. Notes Payable

Borrowings from related parties

During the year ended December 31, 2015, we received $231,631 in loan proceeds from related parties and made principal payments to related parties of $13,260 . Additionally, we had certain other downward adjustments totaling $1,489 to the related party debt accounts arising from the sale of Renegade Engine Company.

At December 31, 2015, we reduced the US Dollar equivalent of our Australian related-party debts from $397,268 to 367,483 due to changes in exchange rates from the strengthening US Dollar.

During the year ended December 31, 2016, we received $18,953 in loan proceeds from related parties and made principal payments to related parties of $1,450. Furthermore $97,280 of expenses were paid on behalf of the Company by related parties.

As of December 31, 2016 and 2015, loans payable to related parties amounted to $523,321 and $413,259. These loans are unsecured, subject to annual interest rates ranging from 0% to 10%, and are payable on demand.

F-11

Table of Contents

Borrowings from third parties

2015 Activity

During the year ended December 31, 2015, we borrowed $60,054, (“the 2015 Third-Party Borrowings”) and made no principal payments on these debts.

Of the 2015 Third-Party Borrowings:

We issued a promissory note on April 2, 2015 for $7,507 which is callable by the maker at any time, and which bears interest at 4% (10% on matured, unpaid amounts). The note may be converted at any time at AU$0.25 per share (which, at December 31, 2015, was equal to about US$0.182). We paid no interest or principal on this note during 2015, but accrued interest of $270.

During the year ended December 31, 2015, we borrowed an additional $37,534 on an already-existing promissory note on which we had previously borrowed during 2013. We applied the same terms to the new borrowing as existed on that obtained in 2013: callable at any time, interest at 5% (10% on matured, unpaid amounts) and convertible at AU$0.10 (about US$0.073 at December 31, 2015). We accrued $4,082 on this entire promissory note during the year ended December 31, 2015 and made no interest or principal payments.

Lastly, on June 29, 2015, we borrowed $15,013 on which no promissory note was issued. We imputed $901 in interest expense for the year ended December 31, 2015, increasing Additional Paid in Capital by that amount.

2016 Activity

During the year ended December 31, 2016, we borrowed $33,314 on a previously-existing promissory note (on which we had a balance these borrowings of $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 US$14,485 from an unrelated party with whom we do not have a formal promissory note.

In addition, on May 20, 2016, we borrowed $14,485 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 AU$0.10 per share.

At December 31, 2016, we had $75,874 in unpaid interest to unrelated parties. During the year ended December 31, 2016, we accrued an additional $30,585 in interest and paid none of the outstanding interest balances.

All outstanding notes payable with third parties are unsecured and are payable on demand.

The Company evaluated the terms of the above third-party and 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 embedded conversion feature 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.

F-12

Table of Contents

Note 4. Capital Stock

Preferred stock

The Company has 50,000,000 shares of preferred stock authorized and none issued.

Common stock

The Company has 100,000,000 shares of common stock authorized.

In October, 2012, we issued 200,000 common shares to acquire all of the issued and outstanding shares of Omanson Precision Engineering, Inc. This acquisition was never consummated and since 2012, management endeavored to recover these shares. During the year ended December 31, 2016, management deemed these shares unrecoverable. The shares were therefore recorded as issued and outstanding, establishing their value as of the date of the Omanson agreement, and recorded stock-based compensation of $70,000.

Imputed Interest

During the years ended December 31, 2016 and 2015, we imputed $8,101 and $6,144, respectively, on certain debts which were not evidenced by an interest-bearing promissory note.

Note 5. Related Party Transactions

All transactions referenced in this note represent transactions between the Company and officers and directors of the Company except for references to foreign exchange adjustments.

During the year ended December 31, 2015, we borrowed $190,344 from the 22^nd Trust, the Trustee of whom is Sonny Nugent, the son of our Current Board Chairman and Chief Executive Officer, and made $773 in principal payments. Also during 2015, we borrowed $41,287 from other related parties and made principal payments of $12,487. Additionally, we had certain downward adjustments of $1,489 to related party debt accounts resulting from the sale of Renegade Engine.

During the year ended December 31, 2015, we accrued $29,336 in interest and made $21,586 in interest payments to related parties.

During the year ended December 31, 2016, we received $18,953 in loan proceeds from related parties and made principal payments to related parties of $1,450. Related parties also paid expenses on behalf of the company amounting to $97,280.

During the year ended December 31, 2016, we accrued $45,789 in interest and made $758 in interest payments to related parties.

During the year ended December 31, 2016, we made sales of $4,938 to Syndicated Transport which is controlled by Ashley and Sonny Nugent, the sons of our Chief Executive Officer and Brad Grohs, the son of a Director.

F-13

Table of Contents

Note 6. Business Combinations and Dispositions

Sale of R Urban Streetwear Pty Ltd

On March 26, 2015, we sold our subsidiary, R Urban Streetwear Pty Ltd. to a related party for AU$1, but retained the Renegade trademark and engine operations. The effect on the financial statements was to reduce assets by US$248, reduce liabilities by US$151,811, increase the foreign exchange effect by $4,259, and to record a gain of $155,822 on the sale as follows:

Financial Statement Item	Financial Effect
Assets
Cash and equivalents	$	248
Total assets		248

Liabilities
Accounts payable and accrued liabilities		(151,811	)
Total current liabilities		(151,811	)

Foreign exchange effect		2,761
Gain on sale of Novagen Pty Ltd to related party	$	148,802

Because the sale was to a related party, we included the gain in Additional Paid in Capital.

Note 7. Income Taxes

The Company recognizes deferred tax assets and liabilities using the asset and liability method. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This method requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2017, the Company’s deferred tax assets relate to net operating loss (“NOL”) carryforwards that were derived from operating losses from prior years. A full valuation allowance has been applied to the Company’s deferred tax assets. The valuation allowance will be reduced when and if the Company determines it is more likely than not that the related deferred income tax assets will be realized. At December 31, 2016 and 2015, the Company had federal and state net operating loss carry forwards, which are available to offset future taxable income of $3,055,200 and $3,169,000. The Company’s NOL carryforwards can be carried forward to offset future taxable income for a period of 20 years for each tax year’s loss. These NOL carryforwards begin to expire in 2026. No provision was made for federal income taxes as the Company has significant NOLs. All of the Company's income tax years remained open for examination by taxing authorities. The significant component of the deferred tax asset at December 31, 2016 and 2015 was as follows:

	December 31,
	2016			2015

Deferred tax asset at 30%	$	916,536		$	805,246
Valuation allowance		(916,536	)		(805,246	)
Net deferred tax asset	$	-		$	-

F-14

Table of Contents

At December 31, 2016 and 2015, the Company had net operating loss carry forwards of approximately $3,055,200 and $3,169,000, respectively, which will begin to expire in the year 2026.

The Company has not filed any tax returns since inception.

Note 8. Commitments and Contingencies

Payouts through the end of the leases are as follows:

Year	Amount
2015	$	13,737
2016		41,398
2017		33,722
2018		33,722
2019		33,722
2020		33,722
2021		16,861
		206,884

Note 9. Subsequent Events

On June 19, 2017, we entered into an agreement with Syndicated Transport and Trucking Pty Ltd (“Syndicated”), a company based in Queensland, Australia in which we acquired all of the issued and outstanding shares of Syndicated in exchange for six million shares of Company common stock.

F-15

Table of Contents

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report on Form 10-K, an evaluation was carried out by our management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of December 31, 2016. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective. Management intends to improve the adequacy of its disclosure controls and procedures during the course of 2017, subject to available resources.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

	·	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;

	·	provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and

	·	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

The Company’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, management identified a material weakness in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness identified is described below.

Procedures for Control Evaluation. Management has not established with appropriate rigor the procedures for evaluating internal controls over financial reporting. Due to limited resources and lack of segregation of duties, documentation of the limited control structure has not been accomplished.

Lack of Audit Committee. To date, the Company has not established an Audit Committee. It is management’s view that such a committee, including a financial expert, is an utmost important entity level control over the financial reporting process.

Insufficient Documentation of Review Procedures. We employ policies and procedures for reconciliation of the financial statements and note disclosures, however, these processes are not appropriately documented. The Company has only one individual responsible for the preparation of the financial records.

Insufficient Control over Information Technology. Management has not established methodical and consistent data back-up procedures to ensure loss of data will not occur.

Lack of Segregation of Duties. The Company does not have sufficient employees to adequately ensure a segregation of duties.

As a result of the material weaknesses in internal control over financial reporting described above, the Company’s management has concluded that, as of December 31, 2016, the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by COSO.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the year ended December 31, 2016, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

CEO and CFO Certifications

Appearing immediately following the Signatures section of this report there are Certifications of our CEO and CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(A) of the Exchange Act

The following sets forth our directors, executive officers, promoters and control persons, their ages, and all offices and positions held. Directors are elected for a period of one year and thereafter serve until the stockholders duly elect their successor. Officers and other employees serve at the will of our board of directors.

Name	Position	Age	Term Period Served as Director/Officer

Micheal P. Nugent	CEO, President, CFO and a director	53	2011 to present

Noel Charles Mewett	Director	66	2013 to March 25, 2016

Garry Kinnaird	Director	62	2013 to present

Dr. Jon N. Leonard	Chairman	76	March, 2015 to November 2016

Kenneth R. Grohs	Director	65	March, 2015 to present

Sonny Nugent	Director	29	March, 2015 to present

Micheal Nugent

Micheal P. Nugent has held senior executive positions and directorships with public and private companies in the United States and Australia since 1995. He is a certified diesel fitter in Australia. Mr. Nugent’s technical and corporate experience is expected to assist the Company with its efforts to implement profitable operations.

During the past five years, Mr. Nugent has held the following positions:

Position(s) Held	From	To	Employer	Business Operations

CEO	2011	2013	Loadstone Motor Corporation Pty Ltd.	engine development and manufacture
director, CEO	2009	2016	Tautachrome, Inc.	Computer technology
director, CEO	2008	2013	Nugent Aerospace, Inc.	non-operating
director, CEO	2008	2013	Fire From Ice, Inc.	non-operating
CEO	2006	2013	Adbax Truckside Management Pty Ltd.	transport industry service provider
CEO	2003	2013	Cycclone Magnetic Engines, Inc.	engine development
director	2001	2013	Roadships Australia Pty Ltd.	transportation logistics
director	2001	2013	Bronzelink Pty Ltd.	holding company

Noel Charles Mewett

Noel Charles Mewett has 40 years of business experience, having owned and operated numerous highly successful and profitable businesses in diverse market sectors. He holds a bachelor’s degree in sales and marketing from Melbourne University in Melbourne, Australia, and has also studied architecture at Melbourne University.

Mr. Mewett resigned his position as Chairman on March 25, 2016.

Position(s) Held	From	To	Employer	Business Operations

director/owner	2002	2010	Goldsite Pty Ltd	Retirement Village
director/builder	2005	2013	Mewett Developments Pty Ltd	Construction
director	2006	2007	Seachange Lifestyle Communities Pty Ltd	Retirement Village
director	2007	2013	Savannah Lifestyle Resorts Pty Ltd	Retirement Village
director	2011	2013	Riverstone Resources Pty Ltd	Gold Mining
director/owner	2010	2013	Mewett Business Group Pty Ltd	Hospitality
director/owner	2012	2013	More Concepts, Hong Kong	Int. Debit Card

Garry W. Kinnaird

Garry W. Kinnaird is a Certified Financial Planner in Australia and a Justice of the Peace for the State of Queensland, Australia. He brings 32 years of financial and business experience to Novagen.

During the past five years, Mr. Kinnaird has held the following positions:

Position(s) Held	From	To	Employer	Business Operations

Senior Planner	1980	2012	AMP Ltd.	financial planning
Senior Partner	2004	2012	Advice First Pty Ltd.	financial planning
Director/Secretary	1986	2012	GK Financial Group Pty Ltd.	financial planning
Director/Secretary	1990	Present	Silverbow Pty Ltd.	trustee of an investment trust
Director	2001	Present	F & A Management No. 113 Pty Ltd.	trustee of a real estate trust

Kenneth R. Grohs

Since 1983, Mr. Grohs has served as a Director and Senior Design Engineer of Goldenrod Pty Ltd., an Australian company engaged in the business of providing consulting structural engineering services primarily with respect to structural design and supervision of multi-story units, large to medium industrial complexes and domestic structures.

Mr. Grohs holds a Diploma of Civil Engineering from the Gippsland Institute of Advanced Education. He is a member of the Institution of Engineers, Australia, as well as the Board of Professional Engineers of Queensland.

Sonny Nugent

Sonny Nugent is the managing director of Syndicated Transport & Trucking Pty Ltd., a wholly-owned subsidiary of the Registrant, he is also a director of Novagen Finance & Leasing Pty Ltd. and Novagen Precision Engineering Pty Ltd, each a wholly-owned subsidiary of the Registrant. Since 2013, Mr. Nugent has been a director of Fire From Ice Films Pty Ltd., an Australian film production company. From 2011 to 2012, Mr. Nugent was employed as a foreman by BC Platinum Construction Pty Ltd., an Australian construction company.

Sonny Nugent is the son of Micheal Nugent and Tamara Nugent. Micheal Nugent is the President, Chief Executive Officer, Chief Financial Officer and a director of the Registrant. Sonny is the sole trustee for Twenty Second Trust, the controlling shareholder of the Registrant.

Family Relationships:

There is no family relationship among any of our executive officers and directors other than that enumerated above between Sonny Nugent and Micheal Nugent.

Involvement in Certain Legal Proceedings

Except as noted herein or below, during the last ten years none of our directors or officers have:

(1)	had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2)	been convicted in a criminal proceeding or subject to a pending criminal proceeding;

(3)	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(4)	been found by a court of competent jurisdiction in a civil action, the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Committees of the Board

All proceedings of our board of directors for the fiscal year ended December 31, 2016 were conducted by resolutions consented to in writing by our board of directors and filed with the minutes of the proceedings of our board of directors. Novagen does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by the board of directors.

Novagen does not have any defined policy or procedure requirements for stockholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or stockholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President, Micheal Nugent, at the address appearing on the first page of this Report.

Audit Committee Financial Expert

We do not have a standing audit committee. Our directors perform the functions usually designated to an audit committee. All of our board members are also executive officers of the Company and therefore our board of directors has determined that we do not have a board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the NASD Rules.

We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our board of directors does not believe that it is necessary to have an audit committee because management believes that the functions of an audit committees can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

As we generate revenue in the future, we intend to form a standing audit committee and identify and appoint a financial expert to serve on our audit committee.

Indemnification

Under our Articles of Incorporation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

Item 11. Executive Compensation

No compensation has been awarded, earned or paid to Micheal Nugent, our President and CEO. No executive officer of Novagen or its subsidiaries has been awarded, earned or paid compensation in excess of $100,000.

We have no employment agreements with our executive officers. We do not contemplate entering into any employment agreements until such time as we have positive cash flows from operations.

There is no arrangement pursuant to which any of our directors has been or is compensated for services provided as one of our directors.

There are no stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers or directors. We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

We currently do not have a compensation committee of our board of directors. The board of directors as a whole determines executive compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

The following table sets forth, as of December 31, 2016, information concerning ownership of the Company’s securities by (i) each director, (ii) each executive officer, (iii) all directors and executive officers as a group; and (iv) each person known to the Company to be the beneficial owner of more than five percent of each class. The number and percentage of shares beneficially owned includes any shares as to which the named person has sole or shared voting power or investment power and any shares that the named person has the right to acquire within 60 days.

	Beneficial Ownership
Name of Beneficial Owner	Title of Class	Number of Shares Beneficially Owned		Percentage of Class
Sonny Nugent (1)	Common Stock		28,699,600		59.2	%
Micheal Peter Nugent	Common Stock		1		0.0	%
Garry Kinnaird	Common Stock		500,000		1.0	%
Ken Grohs	Common Stock		3,110,500		6.4	%
All Officers and Directors as a Group			32,310,101		66.6	%

____________

⁽¹⁾	By operation of Rule 16a-8 of the Exchange Act of 1934, as amended, the holding of 28,699,600 shares of the Company’s common stock by Twenty Second Trust is attributable to Sonny Nugent as Sonny Nugent is the sole trustee of Twenty Second Trust.

The mailing address for all directors, executive officers and beneficial owners of more than 5% of our common stock is 1846 E. Innovation Park Drive, Oro Valley, Arizona 85755.

Unless otherwise noted, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. For purposes hereof, a person is considered to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof, upon the exercise of warrants or options or the conversion of convertible securities. Each beneficial owner's percentage ownership is determined by assuming that any such warrants, options or convertible securities that are held by such person (but not those held by any other person) and which can be exercised within 60 days from the date hereof, have been exercised.

Item 13. Certain Relationships and Related Transactions, and Director Independence

See Note 5 to the financial statements.

Item 14. Principal Accounting Fees and Services

Audit Fees

The aggregate fees billed by MaloneBailey LLP for professional services rendered for the audit of our annual financial statements included in this Annual Report on Form 10-K for the fiscal years ended December 31, 2015 and 2016 was $30,000 and $19,975 respectively.

PART IV

ITEM 15. EXHIBITS

Exhibit		Title

3.1		Amended Articles of Incorporation, Novagen Ingenium Inc
3.2		Amended and Restated Bylaws, Novagen Ingenium Inc
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
101		Interactive data files pursuant to Rule 405 of Regulation S-T

_____________

(1)	Previously included as an exhibit to the Registration Statement on Form S-1 filed August 27, 2010.

(2)	Previously included as an exhibit to the Annual Report on Form 10-K filed March 31, 2010.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NOVAGEN INGENIUM INC.

Date: April 17, 2018	By:	/s/ Micheal P. Nugent
		Micheal P. Nugent
		Chief Executive Officer, President,
		Chief Financial Officer and
		Principal Accounting Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/ Micheal P. Nugent	Chief Executive Officer, President and a Director	April 17, 2018
Micheal P. Nugent

/s/ Garry Kinnaird	Director	April 17, 2018
Garry Kinnaird

Attached files

Stock widget

Investing forum

Novagen Ingenium Inc. Reports